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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 1, 1995
Checkpoint Systems, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation or organization)
1-11257 22-1895850
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(Commission File Number) (I.R.S.Employer Identification No.)
101 Wolf Drive, PO Box 188 Thorofare, New Jersey 08086
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(Address of principal executive offices)
(609) 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)
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Item 2. Acquisition or Disposition of Assets
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On February 1, 1995, Registrant consummated its acquisition
of all of the issued and outstanding capital stock of Alarmex, Inc.
("Alarmex") and a related company, Bayport Controls, Inc. ("Bayport).
Pursuant to separate Stock Purchase Agreements the Registrant acquired
Alarmex and Bayport for a total combined purchase price of $13.5 million
($10 million in cash and 200,717 shares of unregistered Common Stock of
Checkpoint Systems, Inc.), subject to adjustment as set forth below.
Pursuant to the Stock Purchase Agreement pertaining to the
purchase of Alarmex, $3 million was placed in an interest-bearing escrow
account pending a post closing audit of the stockholders' equity of Alarmex
at December 31, 1994. To the extent that the stockholders' equity of
Alarmex at December 31, 1994 is less than $2,882,000., the purchase price
will be reduced by 50 cents for each $1.00 of deficiency until the
stockholders' equity reaches $2,722,000., at which point any additional
deficiency will be deducted dollar-for-dollar from the purchase price.
The purchase price was determined as a result of arms length
barganing between the parties taking into account the business and prospects
of each parties and the anticipated synergies between the businesses.
The source of funds for the acquisition was funded indebtedness
provided by an insurance company. There is no material relationship
between the registrant, its affiliates, officers or directors and any
affiliate, officer or director of Alarmex or Bayport.
Alarmex designs and provides CCTV, POS monitoring, burglar
and fire alarm systems and also provides related central station
monitoring services to over 9,000 retail sites in the United States.
Bayport designs and manufactures CCTV equipment. The Company believes
the combined acquisition of Alarmex and Bayport will complement
Checkpoint's current CCTV and POS monitoring products. With the
acquisition of Alarmex and Bayport, Checkpoint will be able to offer its
customers a broader and more sophisticated range of CCTV and POS
monitoring products. In addition, Alarmex will enable Checkpoint to
enter the burglar and fire alarm market with related central station
alarm monitoring capabilities.
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Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
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Audited Financial Statements for the year ended
December 31, 1994 will be filed by amendment hereto as soon as practicable,
but not later than sixty (60) days after the date on which this Current
Report on Form 8-K must be filed.
(b) Proforma Financial Statements.
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Proforma Combined Financial Information and Historical
consolidated financial statements of the Company, Alarmex and Bayport as
of September 30, 1994, were filed with the Company's S-3 Registration
Statement, filed on January 25, 1995, and are incorporated herein by
reference.
(c) Exhibits.
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Filed herewith as Exhibit A and B to this Form 8-K are
Stock Purchase Agreements by and between the Registrant and Alarmex,
Inc. and Bayport Controls, Inc respectively.
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.
February 15, 1995
CHECKPOINT SYSTEMS, INC.
/s/Steven G. Selfridge
Steven G. Selfridge
Senior Vice President - Operations
and Chief Financial Officer
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CHECKPOINT SYSTEMS, INC.
FORM 8-K
INDEX TO EXHIBITS
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The following documents are filed as part of this Form 8-K.
SEQUENTIALLY
NUMBERED
EXHIBIT NO. EXHIBIT PAGES
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EXHIBIT 10 (a) Stock Purchase Agreement by and between (1)
Checkpoint Systems,Inc., Daniel J.
Frederick and Alarmex, Inc.
EXHIBIT 10 (b) Stock Purchase Agreement by and between (1)
Checkpoint Systems, Inc., Mary E.
Frederick and Bayport Controls, Inc.
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