As filed with the Securities and Exchange Commission on May 13, 2016
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 |
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)
| Pennsylvania | 22-1895850 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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.
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
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.
| (1) | 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; |
| (2) | 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; |
| (3) | 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; |
| (4) | 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; |
| (5) | 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; |
| (6) | 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; |
| (7) | 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; |
| (8) | 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; |
| (9) | 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; |
| (10) | 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; |
| (11) | 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; |
| (12) | 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; |
| (13) | 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; |
| (14) | 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; |
| (15) | 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; |
| (16) | 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 |
| (17) | 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. |
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.
| CHECKPOINT SYSTEMS, INC. | |
| Date: May 13, 2016 | |
| /s/Mark A. McClendon | |
| Mark A. McClendon, Vice President |
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.
