Microsoft Word 11.0.6568;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, 2005
CHECKPOINT SYSTEMS, INC.
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(Exact name of Registrant as specified in its Articles of Incorporation)
Pennsylvania 22-1895850
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(State of Incorporation) (IRS Employer Identification No.)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) 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 1.01 Entry Into a Material Definitive Agreement
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On December 22, 2005, Checkpoint Systems, Inc. (the "Company") entered into a
definitive agreement to sell its barcode systems (BCS) businesses to SATO, a
global leader in barcode printing, labeling, and EPC/RFID solutions.
Under the agreement, SATO is acquiring Checkpoint's BCS businesses around the
world, as well as its hand-held labeling solutions (HLS) in the United States.
The transaction will allow Checkpoint to focus on its core businesses, while
enabling SATO to immediately increase its presence and customer base in the BCS
market. Total consideration for the business is expected to be approximately
$40 million, payable in cash, which represents approximately $8.6 million in
excess of net tangible book value. The purchase price will be subject to
adjustment depending on the net tangible asset value as of closing. The
transaction is expected to be closed by January 30, 2006, subject to local and
legal requirements.
Item 7.01 Regulation FD Disclosure
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On December 22, 2005, the Company issued a press release announcing the signing
of a definitive agreement to sell its barcode systems businesses to SATO (as
discussed in Item 1.01 hereof), which press release is attached hereto as
Exhibit 99.1. This press release and the information disclosed under Item 1.01
above are incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
99.1 Press Release dated December 22, 2005.
Signatures
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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.
Dated: December 22, 2005 By: /s/George W. Off
Title: Chairman and Chief Executive
Officer
Checkpoint Systems, Inc.
Index of Exhibits
Exhibit
Number Description
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99.1 Press Release dated December 22, 2005.