UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
|
|
| |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code (
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On March 4, 2020, Avery Dennison Corporation, a Delaware corporation (the “Company”), entered into an underwriting agreement with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and the other underwriters named in Schedule 2 therein, with respect to a registered public offering (the “Offering”) of $500.0 million aggregate principal amount of the Company’s 2.650% Senior Notes due 2030 (the “Notes”).
The Notes were registered under the Company’s Registration Statement on Form S-3 (File No. 333-231039) and are being offered by means of the Company’s prospectus dated April 26, 2019, as supplemented by the prospectus supplement dated March 4, 2020.
The closing of the sale of the Notes is expected to occur on March 11, 2020, subject to the satisfaction of customary closing conditions. The Notes will be issued pursuant to an indenture, dated as of November 20, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, to be supplemented by a sixth supplemental indenture, to be dated as of March 11, 2020, which will be filed with the Securities and Exchange Commission on a subsequent Current Report on Form 8-K. The foregoing description of the underwriting agreement is qualified in its entirety by the underwriting agreement included as Exhibit 1.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Exhibit Title | |
| 1.1 | Underwriting Agreement, dated March 4, 2020, between Avery Dennison Corporation and the underwriters named therein. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
| AVERY DENNISON CORPORATION | |||
| Date: March 6, 2020 | |||
| By: | /s/ Gregory S. Lovins | ||
| Name: | Gregory S. Lovins | ||
| Title: | Senior Vice President and Chief Financial Officer | ||