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 25, 2006
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
Pasadena, California
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91103 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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)) |
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
Avery Dennison Corporations news release dated April 25, 2006, regarding its preliminary,
unaudited financial results for the first quarter of 2006, 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 Companys Web site at http://www.investors.averydennison.com.
Avery Dennison Corporations presentation dated April 25, 2006, regarding its preliminary financial
review and analysis for the first quarter of 2006, 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 Companys Web site at http://www.investors.averydennison.com.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 On April 25, 2006, Avery Dennison Corporation issued a news release announcing its preliminary,
unaudited financial results for the first quarter ending April 1, 2006, along with earnings
guidance for the 2006 fiscal year.
99.2 On April 25, 2006, Avery Dennison Corporation provided a
presentation regarding its preliminary financial review and analysis for the first quarter of 2006.
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 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. These forward-looking statements 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 fluctuations in cost and
availability of raw materials; ability of the Company to achieve and sustain targeted cost
reductions; foreign exchange rates; worldwide and local economic conditions; selling prices; impact
of legal proceedings, including the U.S. Department of Justice (DOJ) criminal investigation, as
well as the European Commission (EC), Canadian Department of Justice, and Australian Competition
and Consumer Commission investigations, into industry competitive practices and any related
proceedings or lawsuits pertaining to these investigations or to the subject matter thereof
(including purported class actions seeking treble damages for alleged unlawful competitive
practices, and purported class actions related to alleged disclosure violations pertaining to
alleged unlawful competitive practices, which were filed after the announcement of the DOJ
investigation, as well as a likely fine by the EC in respect of certain employee misconduct in
Europe); impact of potential violations of the U.S. Foreign Corrupt Practices Act based on issues
in China; impact of epidemiological events on the economy and the Companys customers and
suppliers; successful integration of acquired companies, financial condition and inventory
strategies of customers; development, introduction and acceptance of new products; fluctuations in
demand affecting sales to customers; and other matters referred to in the Companys SEC filings.
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) potential adverse
developments in legal proceedings and/or investigations regarding competitive activities, including
possible fines, penalties, judgments or settlements; (2) the impact of economic conditions on
underlying demand for the Companys products; (3) the impact of competitors actions, including
expansion in key markets, product offerings and pricing; (4) the degree to which higher raw
material costs can be passed on to
customers through selling price increases (and previously implemented selling price increases can
be sustained), without a significant loss of volume; and (5) ability of the Company to achieve and
sustain targeted cost reductions.
For a more
detailed discussion of these and other factors, see
Item 1A. Risk Factors and
Item 7. Managements Discussion and Analysis of
Results of Operations and Financial Condition in the Companys Form 10-K, filed on March 15, 2006. 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.