Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 13 2016 - 12:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 13, 2016
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Registration No. 00-290025
Registration No. 00-293376
Registration No. 33-567
Registration No. 03-310211
Registration No. 33-16721
Registration No. 33-37996
Registration No. 33-49191
Registration No. 333-35539
Registration No. 333-70213
Registration No. 333-83842
Registration No. 333-126981
Registration No. 333-144449
Registration No. 333-160627
Registration No. 333-167903
Registration No. 333-183464
Registration No. 333-203142
Registration No. 333-206422
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 00-290025
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 00-293376
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 33-567
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 03-310211
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 33-16721
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-37996
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-49191
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-35539
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-70213
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-83842
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-126981
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-144449
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-160627
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-167903
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-183464
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-203142
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-206422
CHECKPOINT SYSTEMS, INC.
(Exact name of registrant as specified in
its charter)
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Pennsylvania
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22-1895850
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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101 Wolf Drive, P.O. Box 188
Thorofare, New Jersey 08086
(Address of Principal Executive Offices)
Employees’ Stock Purchase Plan
Incentive Stock Option Plan
Checkpoint Plan filed September 30, 1985
Non-Employee Directors’ Non-Statutory
Stock Options
Nonqualified Stock Options
Stock Option Plan (1987)
Checkpoint Systems, Inc., 1987 Stock Option
Plan
Checkpoint Systems, Inc. Stock Option Plan
(1992)
Compensation Option Agreements between Checkpoint
Systems, Inc. and Gerald L. Wolken dated as of January 1, 1995 and October 8, 1996
Compensation Option Agreement between Checkpoint
Systems, Inc. and Lewis C. Shealy, Jr. dated as of April 28, 1998
Compensation Option Agreement between Checkpoint
Systems, Inc. and Ernest G. Locker, Jr. dated as of June 11, 1998
Checkpoint Systems, Inc. Directors’
Compensation Plan
Checkpoint Systems, Inc. 2004 Omnibus Incentive
Compensation Plan
Checkpoint Systems, Inc. 423 Employee Stock
Purchase Plan
Option Agreement Between Checkpoint Systems,
Inc. and David C. Donnan dated as of July 1, 2004
Checkpoint Systems, Inc. Amended and Restated
2004 Omnibus Incentive Compensation Plan
Checkpoint Systems, Inc. 2015 Employee Stock
Purchase Plan
Checkpoint Systems, Inc. 2015 Incentive Award
Plan
(Full Title of the Plans)
101 Wolf Drive, P.O. Box 188
Thorofare, New Jersey 08086
(856) 848-1800
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
Checkpoint Systems, Inc. (the “
Registrant
”),
is filing this Post-Effective Amendment to each of the following Registration Statements on Form S-8 (collectively, the “
Registration
Statements
”) to deregister any and all securities that remain unsold under such Registration Statements.
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(1)
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Registration Statement No. 00-290025, filed with the Securities Exchange Commission (the “
Commission
”) on
March 19, 1984, registering the offer and sale of the Registrant’s common stock, $0.10 par value per share (the “
Common
Shares
”), issuable pursuant to the Registrant’s Employees’ Stock Purchase Plan;
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(2)
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Registration Statement No. 00-293376, filed with the Commission on September 20, 1984, registering the offer and sale
of the Registrant’s Common Shares issuable pursuant to the Registrant’s Incentive Stock Option Plan;
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(3)
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Registration Statement No. 33-567, filed with the Commission on September 30, 1985, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Plan;
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(4)
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Registration Statement No. 03-310211, filed with the Commission on November 18, 1986, registering the offer and sale of the
Registrant’s Common Shares issuable pursuant to the Registrant’s Incentive Stock Option Plan, Non-Employee Directors’
Non-Statutory Stock Options, Nonqualified Stock Options Plans;
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(5)
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Registration Statement No. 33-16721, filed with the Commission on August 24, 1987, and all subsequent amendments, registering
the offer and sale of the Registrant’s Common Shares issuable pursuant to the Registrant’s Incentive Stock Option Plan,
Stock Option Plan (1987), Non-Employee Directors’ Non-Statutory Stock Options, Nonqualified Stock Options Plans;
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(6)
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Registration Statement No. 33-37996, filed with the Commission on November 29, 1990, registering the offer and sale of the
Registrant’s Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc., 1987 Stock Option Plan;
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(7)
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Registration Statement No. 33-49191, filed with the Commission on November 24, 1992, registering the offer and sale of the
Registrant’s Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. Stock Option Plan (1992)
Plan;
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(8)
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Registration Statement No. 333-35539, filed with the Commission on September 12, 1997, registering the offer and sale of the
Registrant’s Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. Stock Option Plan (1992)
Plan;
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(9)
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Registration Statement No. 333-70213, filed with the Commission on January 7, 1999, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Compensation Option Agreements between Checkpoint Systems, Inc. and Gerald
L. Wolken dated as of January 1, 1995 and October 8, 1996; Compensation Option Agreement between Checkpoint Systems, Inc. and Lewis
C. Shealy, Jr. dated as of April 28, 1998; and Compensation Option Agreement between Checkpoint Systems, Inc. and Ernest G. Locker,
Jr. dated as of June 11, 1998 Plans;
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(10)
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Registration Statement No. 333-83842, filed with the Commission on March 6, 2002, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. Directors’ Compensation Plan;
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(11)
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Registration Statement No. 333-126981, filed with the Commission on July 28, 2005, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. 2004 Omnibus Incentive Compensation Plan and
Checkpoint Systems, Inc. 423 Employee Stock Purchase Plan;
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(12)
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Registration Statement No. 333-144449, filed with the Commission on July 10, 2007, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Option Agreement Between Checkpoint Systems, Inc. and David C. Donnan
dated as of July 1, 2004 Plan;
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(13)
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Registration Statement No. 333-160627, filed with the Commission on July 16, 2009, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. 423 Employee Stock Purchase Plan;
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(14)
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Registration Statement No. 333-167903, filed with the Commission on June 30, 2010, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. Amended and Restated 2004 Omnibus Incentive
Compensation Plan;
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(15)
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Registration Statement No. 333-183464, filed with the Commission on August 21, 2012, registering the offer and sale of the
Registrant’s Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. 423 Employee Stock Purchase
Plan;
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(16)
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Registration Statement No. 333-203142, filed with the Commission on March 31, 2015, registering the offer and sale of the Registrant’s
Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. 2015 Employee Stock Purchase Plan; and
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(17)
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Registration Statement No. 333-206422, filed with the Commission on August 14, 2015, registering the offer and sale of the
Registrant’s Common Shares issuable pursuant to the Registrant’s Checkpoint Systems, Inc. 2015 Incentive Award Plan.
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On May 13, 2016, pursuant to the Agreement
and Plan of Merger, dated March 1, 2016, among the Company, CCL Industries Inc., a corporation organized under the laws of Canada
(“
CCL
”), and CCL Industries USA Corp., a Pennsylvania corporation and an indirect wholly owned subsidiary of
CCL (“
Merger Sub
”), the Company will be merged with and into Merger Sub, with the Company being the surviving
entity (the “
Merger
”).
In connection with the Merger, the Registrant
has terminated all offers and sales of its securities registered pursuant to its existing registration statements under the Securities
Act of 1933, as amended, including the Registration Statements. The Registrant hereby removes from registration any and all securities
registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, and Rule 478 thereunder, 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 Post-Effective Amendment to the Registration Statements
on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of in the city of Thorofare,
New Jersey, on this 13th day of May, 2016.
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CHECKPOINT SYSTEMS, INC.
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Date: May 13, 2016
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/s/
Mark A. McClendon
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Mark A. McClendon, Vice President
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No other person is required to sign
this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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