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):
August 5, 2009
CHECKPOINT
SYSTEMS, INC.
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(Exact
name of Registrant as specified in its Articles of Incorporation)
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Pennsylvania
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22-1895850
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22-11257
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(State
of Incorporation)
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(IRS
Employer Identification No.)
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(Commission
File Number)
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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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
On August 5, 2009, Checkpoint Systems,
Inc. (the “Company”), amended its Rights Agreement, dated March 10, 1997 (as
amended, the “Rights Agreement”), between the Company and American Stock
Transfer & Trust Company, LLC (“AST”) as the Rights Agent, to eliminate the
continuing director provision sometimes referred to as a “dead hand”
provision.
The amendment removes the “dead hand”
provision, which required approval of the incumbent Board of Directors for any
action taken by the Board of Directors. As a result of the
execution of the amendment to the Rights Agreement, actions that previously
required approval by a majority of the continuing directors will now require the
approval of only a majority of the directors then in office.
In light of this change, the amendment
also modifies the rights of the Board of Directors to (a) prohibit cashless
exercise of the rights after an acquirer owns 50% or more of the common shares,
(b) prohibit an exchange of the rights after an acquirer owns 50% or more of the
common shares, (c) permit formation of a trust to administer an exchange, (d)
require approval of a merger transaction before a trigger event occurs to exempt
the transaction from the “flip over” provisions of the Rights Agreement and (e)
prohibit redemption of the rights by the Board of Directors after a trigger
event has occurred.
AST also serves as the Company’s
transfer agent. The foregoing summary of the amendment is qualified
in its entirety by reference to the full text of the amendment, a copy of which
is filed as an exhibit to, and is hereby incorporated by reference in, this
report.
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Item
3.03
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Material
Modification to Rights of Security
Holders.
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The information set forth above in Item
1.01 relating to the Amendment to the Rights Agreement is incorporated by
reference into this Item 3.03.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits:
Exhibit
Number Description
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4.1
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Amendment
No. 2 to Rights Agreement, dated as of August 5, 2009, between the Company
and American Stock Transfer & Trust Company, LLC as Rights
Agent.
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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
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By:
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/s/ John
R. Van Zile
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Name:
John R. Van Zile
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Title:
Senior Vice President, General Counsel and Secretary
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Checkpoint
Systems, Inc.
Index of
Exhibits
Exhibit
Number Description
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4.1
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Amendment
No. 2 to Rights Agreement, dated as of August 5, 2009, between the Company
and American Stock Transfer & Trust Company, LLC as Rights
Agent.
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