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): December 22, 2009
CHECKPOINT
SYSTEMS, INC.
(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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(State
of Incorporation)
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(IRS
Employer Identification No.)
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101
Wolf Drive, PO Box 188, Thorofare, New Jersey
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08086
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(Address
of principal executive offices)
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(Zip
Code)
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856-848-1800
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(Registrant’s
telephone number, including area code)
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N/A
(Former name or address, if changed
since last report)
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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:
[ ]
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))
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Item
1.02 Termination of a Material Definitive
Agreement
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December 22, 2009, Checkpoint
Systems, inc. (the "Company") amended its Rights Agreement originally dated
March 10, 1997, as amended on March 2, 2007 and as further amended on August 5,
2009 (as amended, the "Rights Agreement", between the Company and American Stock
Transfer & Trust Company, LLC (“AST”) as the Rights Agent, to accelerate the
final expiration date of the outstanding rights to purchase shares of the
Company’s Common Stock from March 10, 2017 to December 24, 2009. The
Rights Agreement will terminate as of the close of business on December 24,
2009.
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Item
3.03 Material Modification to Rights of Security
Holders
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The information set forth under Item 1.02 “Termination of Material Definitive
Agreement” of this Form 8-K is incorporated herein by reference.
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Item
9.01 Financial Statements and
Exhibits
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(d) Exhibits
The following exhibit is filed with this Current Report on Form
8-K:
Exhibit
Number
Description
10.1
Amendment No. 3 to Rights Agreement, dated December 22, 2009 between the Company
and American Stock Transfer &
Trust Company, LLC as Rights Agent.
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:
December 23, 2009
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By:
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/s/ Raymond
D. Andrews
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Title: Senior Vice
President and Chief Financial Officer
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Checkpoint
Systems, Inc.
Index of
Exhibits
Exhibit
Number
Description
10.1
Amendment No. 3 to Rights Agreement, dated December 22, 2009 between the Company
and American Stock Transfer &
Trust Company, LLC as Rights Agent.