SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K/A AMENDMENT TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 1995 Checkpoint Systems, Inc. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania ------------------------------------------------------------ (State or other jurisdiction of incorporation or organization) 1-11257 22-1895850 -------------------- -------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 101 Wolf Drive, PO Box 188 Thorofare, New Jersey 08086 ---------------------------------------------------------------------- (Address of principal executive offices) (609) 848-1800 - ------------------------------------------------------------------------ (Registrant's telephone number, including area code) N/A - ----------------------------------------------------------------------- (Former name or address, if changed since last report) 1 Item 7. Financial Statements and Exhibits ------ ---------------------------------- The Current Report on Form 8-K, dated December 15, 1995, as amended on February 13, 1996 on Form 8-K/A (the "Current Report"), is hereby further amended to include the Report of Independent Accountants. 2 Item 7(a) Financial Statements of Business Acquired - --------- ----------------------------------------- INDEX TO FINANCIAL STATEMENTS I. ACTRON GROUP LIMITED FINANCIAL STATEMENTS Report of Independent Accountants Consolidated Statements of Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes in Shareholders' Equity Notes to Consolidated Financial Statements 3 ACTRON GROUP LIMITED Report of Independent Accountants To the Board of Directors and Shareholders of Actron Group Limited: We have audited the accompanying consolidated balance sheet of Actron Group Limited and its subsidiaries as at December 31, 1994, and the related consolidated statements of income, cash flows and changes in shareholders' equity for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Actron Group Limited and its subsidiaries as at December 31, 1994, and the consolidated results of their operations and cash flows for the year then ended in conformity with generally accepted accounting principles in the United States. Coopers & Lybrand London, United Kingdom April 27, 1995 4 ACTRON GROUP LIMITED Report of Independent Accountants The Board of Directors Actron Group Limited We have audited the accompanying consolidated balance sheet of Actron Group Limited and subsidiaries as of November 30, 1995, and the related consolidated statement of income, accumulated deficit, and cash flows for the eleven month period then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, based on our audit, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Actron Group Limited and subsidiaries as of November 30, 1995, and the results of their operations and their cash flows for the eleven month period then ended in conformity with generally accepted accounting principles in the United States. KPMG Registered Auditors London, England February 13, 1996 5 Signature --------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 15, 1996 Checkpoint Systems, Inc. BY: /s/Mitchell T. Codkind Vice President, Corporate Controller and Chief Accounting Officer 6