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)
| | Pennsylvania | | 22-1895850 | |
| | (State of Incorporation) | | (IRS Employer Identification No.) | |
| | 101 Wolf Drive, PO Box 188, Thorofare, New Jersey | | 08086 | |
| | (Address of principal executive offices) | | (Zip Code) | |
| | 856-848-1800 | |
| | (Registrant’s telephone number, including area code) | |
N/A
(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: [ ] 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 1.02 Termination of a Material Definitive Agreement |
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.
| Item 3.03 Material Modification to Rights of Security Holders |
The information set forth under Item 1.02 “Termination of Material Definitive Agreement” of this Form 8-K is incorporated herein by reference.
| Item 9.01 Financial Statements and Exhibits |
(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.
| | Checkpoint Systems, Inc. | |
| | | | |
| Date: December 23, 2009 | By: | /s/ Raymond D. Andrews | |
| | | 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.
