Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
under
the
Securities Act of 1933
Checkpoint
Systems, Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
(State
or other jurisdiction
of
incorporation or organization)
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22-1895850
(I.R.S.
Employer
Identification
No.)
|
|
101
Wolf Drive, P.O. Box 188
Thorofare,
New Jersey 08086
(Address
of registrant’s principal executive
offices)
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Checkpoint
Systems, Inc. 423 Employee Stock Purchase Plan
(Full
title of Plan)
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Copy
to:
John
Van Zile, Esq.
Senior
Vice President, General Counsel
&
Corporate Secretary
Checkpoint
Systems, Inc.
101
Wolf Drive, P.O. Box 188
Thorofare,
New Jersey 08086
856-848-1800
|
Copy
to:
Joel
H. Trotter, Esq.
Latham
& Watkins LLP
555
Eleventh Street, N.W.
Washington,
D.C. 20004
(202)
637-2200
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|
(Name,
address, including zip code, and telephone number, including area code, of
agent for service)
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
[X]
Accelerated
filer
[ ]
Non-accelerated
filer
[ ]
Smaller
reporting company
[ ]
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class
of
Securities to
be
Registered
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Amount
to
be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per
Share
(2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of
Registration
Fee
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Common
Stock,
$0.10
par value
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400,000
shares
(3)
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$15.28
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$6,114,000
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$341.16
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(1)
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The
registration statement registers the issuance of 400,000 shares of common
stock, which are issuable under the Checkpoint Systems, Inc. 423 Employee
Stock Purchase Plan, as amended from time to time (the “
Plan
”), and
adjustments to shares to account for any changes in capitalization such
as, a stock split, stock dividend, or similar transaction involving the
registrant’s common stock, in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the “
Securities
Act
”).
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(2)
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Estimated
solely for calculating the amount of the registration fee, pursuant to
paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations
under the Securities Act, on the basis of the average of the high and low
sale prices of such securities on the New York Stock Exchange on July 14,
2009, within five business days prior to
filing.
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(3)
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This
Registration Statement also covers common stock purchase rights, which are
attached to and trade with the Common Stock. No additional
consideration will be received by the Registrant for the rights registered
hereby.
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EXPLANATORY
NOTE
On July
28, 2005, Checkpoint Systems, Inc., a Delaware corporation (the “Company”)
registered 250,000 shares of its common stock, par value $0.10 per share
(“Common Stock”), to be offered or sold to participants under the Plan pursuant
to the Registration Statement on Form S-8 (File No. 333-126981), the contents of
which are incorporated by reference herein to the extent not modified or
superseded hereby or by any subsequently filed document that is incorporated by
reference herein or therein. On June 3, 2009, the shareholders of the
Company approved amendments to the Plan to increase by 400,000 shares of Common
Stock the number of shares available for issuance under the
Plan. This Registration Statement is being filed in order to register
such additional 400,000 shares of Common Stock which may be offered or sold to
participants under the Plan.
PART
I
The information called for in Part I of
Form S-8 is not being filed with or included in this Form S-8 (by incorporation
by reference or otherwise) in accordance with the rules and regulations of the
Securities and
Exchange
Commission (the “Commission”).
PART
II
Item
3. Incorporation
of Documents by Reference
The
following documents filed with the Commission by us are incorporated as of their
respective dates in this Registration Statement by reference:
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·
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The
Company’s Annual Report on Form 10-K for the year ended December 28, 2008,
including all material incorporated by reference
therein;
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·
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 29,
2009, including all material incorporated by reference
therein;
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·
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The
Company’s definitive Proxy Statement on Schedule 14A filed on April 27,
2009, including all material incorporated by reference therein;
and
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·
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The
description of the Company’s Common Stock and common stock purchase rights
contained in the Registration Statements on Form 8-A,
each filed with the Commission on October 8, 1993, including
any subsequently filed amendments and reports updating such
description.
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All
documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to
the date of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents; except as to any portion of any future annual or
quarterly report to stockholders or document or current report furnished under
current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such
provisions. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item
4. Description
of Securities
Not
required to be filed with this registration.
Item
5. Interests
of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification
of Directors and Officers
Not
required to be filed with this registration.
Item
7. Exemption
from Registration Claimed
Not
applicable.
Item
8. Exhibits
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Exhibit
|
Description
|
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4.1
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Articles
of Incorporation, as amended (filed as Exhibit 3(i) to Registrant’s 1990
Form 10-K filed with the Commission on March 14, 1991 and
incorporated herein by reference).
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4.2
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Amendment
to the Articles of Incorporation (filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K filed with the Commission on
December 28, 2007 and incorporated herein by
reference).
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4.3
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Amended
and Restated Bylaws (filed as Exhibit 3.2) to the Registrant's Current
Report on Form 8-K filed with the Commission on February 23, 2007 and
incorporated herein by reference).
|
|
4.4
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Amendment
to the Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Registrant's Current Report on Form 8-K filed with the Commission on
December 28, 2007 and incorporated herein by
reference).
|
|
5.1
|
Opinion
of Counsel (filed herewith).
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10.1
|
Checkpoint
Systems, Inc. 423 Employee Stock Purchase Plan (filed as Appendix A to the
Registrant's definitive Proxy Statement on Schedule 14A for the 2009
Annual Meeting of Shareholders with the Commission on April 27, 2009, and
incorporated herein by reference).
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23.1
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Consent
of PricewaterhouseCoopers LLP (filed herewith).
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23.2
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Consent
of Counsel (included in Exhibit 5.1).
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24.1
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Power
of Attorney (included on signature page of this registration
statement).
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Item
9. Undertakings
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(a)
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The
undersigned registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933, as amended (the “Act”);
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement;
and
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Act, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Act, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Act may be permitted
to directors, officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended (the “Securities
Act”), the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Thorofare, State of New Jersey, on this 16th day
of July, 2009.
CHECKPOINT
SYSTEMS, INC.
/s/ Robert P. van der
Merwe
Robert P. van der Merwe
Chairman of the Board of Directors, President and
Chief Executive Officer
POWER
OF ATTORNEY
Each
person whose signature appears below hereby authorizes and appoints Robert P.
van der Merwe and Raymond D. Andrews, and each of them, with full power to act
without the other, as attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign on his or her behalf, individually and
in the capacities stated below, and to file any and all amendments, including
post-effective amendments, to this Registration Statement and other documents in
connection therewith, with the Commission, granting to said attorney-in-fact and
agent full power and authority to perform any other act on behalf of the
undersigned required to be done in the premises.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
|
Date
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/s/
Robert P. van der Merwe
Robert
P. van der Merwe
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Chairman
of the Board of Directors, President and Chief Executive
Officer
(Principal
Executive Officer)
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July
16, 2009
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/s/
Raymond D. Andrews
Raymond
D. Andrews
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Senior
Vice President and Chief Financial Officer
(Principal Financial
Officer)
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July
16, 2009
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/s/
George Babich, Jr.
George
Babich, Jr.
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Director
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July
16, 2009
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/
s/ Harald Einsmann
Harald
Einsmann
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Director
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July
16, 2009
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/s/
R. Keith Elliott
R.
Keith Elliott
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Director
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July
16, 2009
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/s/
Alan R. Hirsig
Alan
R. Hirsig
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Director
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July
16, 2009
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/s/
Jack W. Partridge
Jack
W. Partridge
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Director
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July
16, 2009
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/s/
Sally Pearson
Sally
Pearson
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Director
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July
16, 2009
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/s/
Robert N. Wildrick
Robert
N. Wildrick
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Director
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July
16, 2009
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EXHIBIT
INDEX
|
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Exhibit
|
Description
|
|
4.1
|
Articles
of Incorporation, as amended (filed as Exhibit 3(i) to Registrant’s
1990 Form 10-K (File No. 001-11257) filed with the Commission on
March 14, 1991 and incorporated herein by reference).
|
|
4.2
|
Amendment
to the Articles of Incorporation (filed as Exhibit 3.1) to the
Registrant's Current Report on Form 8-K filed with the Commission on
December 28, 2007 and incorporated herein by
reference).
|
|
4.3
|
Amended
and Restated Bylaws (filed as Exhibit 3.2) to the Registrant's Current
Report on Form 8-K filed with the Commission on February 23, 2007 and
incorporated herein by reference).
|
|
4.4
|
Amendment
to the Amended and Restated Bylaws (filed as Exhibit 3.2) to the
Registrant's Current Report on Form 8-K filed with the Commission on
December 28, 2007 and incorporated herein by
reference).
|
|
5.1
|
Opinion
of Counsel (filed herewith).
|
|
10.1
|
Checkpoint
Systems, Inc. 423 Employee Stock Purchase Plan (filed as Appendix A to the
Registrant's definitive Proxy Statement on Schedule 14A for the 2009
Annual Meeting of Shareholders with the Commission on April 27, 2009, and
incorporated herein by reference).
|
|
23.1
|
Consent
of PricewaterhouseCoopers LLP (filed herewith).
|
|
23.2
|
Consent
of Counsel (included in Exhibit 5.1).
|
|
24.1
|
Power
of Attorney (included on signature page of this registration
statement).
|