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
Date
of
Report (Date of earliest event reported):
November
1, 2007
CHECKPOINT
SYSTEMS, INC.
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(Exact
name of Registrant as specified in its Articles of Incorporation)
Pennsylvania
22-1895850
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(State of Incorporation)
(IRS
Employer Identification No.)
101
Wolf Drive, PO Box 188, Thorofare, New Jersey 08086
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(Address of principal executive offices)
(Zip
Code)
856-848-1800
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(Registrant's
telephone number, including area code)
N/A
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(Former
name or 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):
[
]
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01
Entry
into a Material Definitive Agreement.
On
November 1, 2007, Checkpoint Systems, Inc. and one of its direct subsidiaries
(collectively, the “Company”) and Alpha Security Products, Inc. and one of its
direct subsidiaries (collectively, “Alpha”) entered into an Asset Purchase
Agreement and a Dutch Assets Sale and Transfer Agreement (collectively, the
“Agreements”) under which the Company purchased all of the assets of Alpha’s S3
business (the “Acquisition”) for approximately $142 million in cash, subject to
a post-closing working capital adjustment, plus additional performance-based
contingent payments up to a maximum of $8 million plus interest thereon.
The
contingent payments may be earned if the revenue derived from the S3 business
exceeds $70 million during the period from December 31, 2007 until December
28,
2008. In the event that the revenue derived from the S3 business exceeds
$83
million during such period, Alpha will be entitled to the maximum payment
of $8
million.
The
S3
business includes the development, manufacture, distribution and sale of
retail
store applied security products requiring removal by store personnel at the
cash
register.
The
acquisition is subject to customary representations and warranties.
The
Company is a distributor of Alpha products in Europe and Asia, a relationship
that began in 2005. Sales by the Company of Alpha products were approximately
10% of Alpha’s total S3 sales to date in 2007.
The
foregoing description of the Acquisition and the Agreements does not purport
to
be complete and is qualified in its entirety by reference to the Agreements,
which are filed as Exhibits 2.1 and 2.2 hereto and are incorporated herein
by
reference.
A
copy of
the press release is furnished as Exhibit 99.1 hereto.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
See
Item
1.01 above.
Item
9.01
Financial
Statements and Exhibits.
(a)
Financial
Statements of Businesses Acquired:
The
required financial statements will be filed by amendment to this Current
Report
on Form 8-K no later than January 17, 2008.
(b)
Pro
forma
Financial Information:
The
required pro forma financial information will be filed by amendment to this
Current Report on Form 8-K no later than January 17, 2008.
(c)
Exhibits:
Exhibit
Number Description
2.1
Asset
Purchase Agreement by and between Checkpoint Systems, Inc. and Alpha Security
Products, Inc., dated November 1, 2007. The schedules to the Asset Purchase
Agreement are omitted but will be furnished to the Securities and Exchange
Commission supplementally upon request.
2.2
Dutch
Assets Sale and Transfer Agreement by and between Checkpoint Meto Benelux
B.V.,
private limited liability organized under the laws of the Netherlands, and
Alpha
Security Products B.V., a private limited liability organized under the laws
of
the Netherlands, dated November 1, 2007. The schedules to the Dutch Assets
Sale
and Transfer Agreement are omitted but will be furnished to the Securities
and
Exchange Commission supplementally upon request.
99.1
Press
Release dated November 1, 2007 (furnished to, not filed with, the Securities
and
Exchange Commission).
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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CHECKPOINT
SYSTEMS, INC.
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Date: November
7, 2007
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By:
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/s/ George
W.
Off
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Title:
Chairman and Chief Executive Officer
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Checkpoint
Systems, Inc.
Index
of
Exhibits
Exhibit
Number Description
2.1
Asset
Purchase Agreement by and between Checkpoint Systems, Inc. and Alpha Security
Products, Inc., dated November 1, 2007. The schedules to the Asset Purchase
Agreement are omitted but will be furnished to the Securities and Exchange
Commission supplementally upon request.
2.2
Dutch
Assets Sale and Transfer Agreement by and between Checkpoint Meto Benelux
B.V.,
private limited liability organized under the laws of the Netherlands, and
Alpha
Security Products B.V., a private limited liability organized under the laws
of
the Netherlands, dated November 1, 2007. The schedules to the Dutch Assets
Sale
and Transfer Agreement are omitted but will be furnished to the Securities
and
Exchange Commission supplementally upon request.
99.1
Press
Release dated November 1, 2007 (furnished to, not filed with, the Securities
and
Exchange Commission).