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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
April 22, 2008
Date of Report
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1 -7685
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95-1492269 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 150 North Orange Grove Boulevard |
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| Pasadena, California
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91103 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (626) 304-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Section 2 — Financial Information
Item 2.02 Results of Operations and Financial Condition.
(a) Avery Dennison Corporation’s (the “Company”) news release dated April 22, 2008, regarding its
preliminary, unaudited financial results for the first quarter of 2008, including its revised
earnings guidance for the 2008 fiscal year, is attached hereto as Exhibit 99.1. This information
is being furnished (not filed) under this Form 8-K. Additionally, the Company will discuss its
preliminary financial results during a webcast and teleconference call today at 2:00 p.m. (EDT).
To access the webcast and teleconference call, please go to the Company’s Web site at
http://www.investors.averydennison.com.
Avery Dennison Corporation’s presentation dated April 22, 2008, regarding its preliminary financial
review and analysis for the first quarter of 2008, is attached hereto as Exhibit 99.2. This
information is being furnished (not filed) under this Form 8-K. Additionally, this information is
available on the Company’s Web site at
http://www.investors.averydennison.com.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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99.1
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On April 22, 2008, Avery Dennison Corporation issued a news release announcing its
preliminary, unaudited financial results for the first quarter ending March 29, 2008. |
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99.2
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On April 22, 2008, Avery Dennison Corporation provided a presentation regarding its
preliminary financial review and analysis for the first quarter ending March 29, 2008. |
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain
statements contained in this report on Form 8-K and in Exhibit 99.1 and Exhibit 99.2 are
“forward-looking statements” intended to qualify for the safe harbor from liability established by
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements and
financial or other business targets are subject to certain risks and uncertainties. Actual results
and trends may differ materially from historical or expected results depending on a variety of
factors, including but not limited to risks and uncertainties relating to investment in development
activities and new production facilities; fluctuations in cost and availability of raw materials;
ability of the Company to achieve and sustain targeted cost reductions, including synergies
expected from the integration of the Paxar business in the time and at the cost anticipated;
ability of the Company to generate sustained productivity improvement; successful integration of
acquisitions; successful implementation of new manufacturing technologies and installation of
manufacturing equipment; the financial condition and inventory strategies of customers; customer
and supplier concentrations; changes in customer order patterns; loss of significant contract(s) or
customer(s); timely development and market acceptance of new products; fluctuations in demand
affecting sales to customers; impact of competitive products and pricing; selling prices; business
mix shift; credit risks; ability of the Company to obtain adequate financing arrangements;
fluctuations in interest rates; fluctuations in pension, insurance and employee benefit costs;
impact of legal proceedings, including the Australian Competition and Consumer Commission
investigation into industry competitive practices, and any related proceedings or lawsuits
pertaining to this investigation or to the subject matter thereof or of the concluded
investigations by the U.S. Department of Justice (“DOJ”), the European Commission, and the Canadian
Department of Justice (including purported class actions seeking treble damages for alleged
unlawful competitive practices, which were filed after the announcement of the DOJ investigation),
as well as the impact of potential violations of the U.S. Foreign Corrupt Practices Act based on
issues in China; changes in governmental regulations; changes in political conditions; fluctuations
in foreign currency exchange rates and other risks associated with foreign operations; worldwide
and local economic conditions; impact of epidemiological events on the economy and the Company’s
customers and suppliers; acts of war, terrorism, natural disasters; and other factors.
The Company believes that the most significant risk factors that could affect its ability to
achieve its stated financial expectations in the near-term include (1) the impact of economic
conditions on underlying demand for the Company’s products; (2) the degree to which higher raw
material and energy-related costs can be passed on to customers through selling price increases,
without a significant loss of volume; (3) the impact of competitors’ actions, including pricing,
expansion in key markets, and product offerings; (4) potential adverse developments in legal
proceedings and/or investigations regarding competitive activities, including possible fines,
penalties, judgments or settlements; and (5) the ability of the Company to achieve and sustain
targeted cost reductions, including expected synergies associated with the Paxar acquisition.
For a more detailed discussion of these and other factors, see Part I, Item 1A. “Risk Factors” and
Part II, Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial
Condition” in the Company’s Form 10-K, filed on February 27, 2008. The forward-looking statements
included in this Form 8-K are made only as of the date of this Form 8-K, and the Company undertakes
no obligation to update the forward-looking statements to reflect subsequent events or
circumstances.
The financial information presented in the news release, included as an Exhibit to this Current
Report, represents preliminary, unaudited financial results.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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AVERY DENNISON CORPORATION |
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Date: April 22, 2008 |
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By: |
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/s/ Daniel R. O’Bryant |
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Name:
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Daniel R. O’Bryant |
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Title:
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Executive Vice President, Finance |
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and Chief Financial Officer |
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EXHIBIT LIST
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| Exhibit No. |
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Description |
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99.1
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News release dated April 22, 2008. |
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99.2
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Presentation dated April 22, 2008. |