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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Checkpoint Systms, Inc. | NYSE:CKP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.14 | 0 | 01:00:00 |
Pennsylvania
(State or other jurisdiction
of incorporation or organization)
|
22-1895850
(I.R.S. Employer
Identification No.)
|
101 Wolf Drive, P.O. Box 188
Thorofare, New Jersey 08086
(Address of Principal Executive Offices)
|
Bryan T. R. Rowland, Esq.
Vice President, General Counsel
& Corporate Secretary
Checkpoint Systems, Inc.
101 Wolf Drive, P.O. Box 188
Thorofare, New Jersey 08086
|
(Name and address of agent for service)
|
856-848-1800
|
(Telephone number, including area code, of agent for service)
|
Copy to:
Joel H. Trotter, Esq.
Latham & Watkins LLP
555 Eleventh Street, N.W.
Washington, D.C. 20004
202-637-2200
|
Title of Securities to
be Registered
|
Amount
to be
Registered (1)
|
Proposed
Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate Offering
Price(2)
|
Amount of
Registration
Fee
|
Common Stock,
$0.10 par value
|
6,986,683
|
$8.39
|
$58,618,270.37
|
$6,811.45
|
(1)
|
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act, on the basis of the average of the high and low sale prices of such securities on the New York Stock Exchange on August 11, 2015.
|
·
|
The Company’s Annual Report on Form 10-K for the year ended December 28, 2014, as filed with the Commission on March 5, 2015;
|
·
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2015, as filed with the Commission on May 6, 2015;
|
·
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2015, as filed with the Commission on August 4, 2015;
|
·
|
The Company’s Current Reports on Form 8-K filed with the Commission on January 7, 2015, March 23, 2015, June 5, 2015, July 1. 2015; and
|
·
|
The description of the Company’s Common Stock contained in Amendment No. 2 to the Registration Statements on Form 8-A, as filed with the Commission on August 25, 2009, including any subsequently filed amendments and reports updating such description.
|
Exhibit
|
Description
|
4.1
|
Articles of Incorporation, as amended (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K, as filed with the Commission on March 14, 1991).
|
4.2
|
Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 28, 2007).
|
4.3
|
By-Laws, as Amended and Restated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on August 4, 2010).
|
5.1
|
Opinion of Counsel (filed herewith).
|
23.1
|
Consent of PricewaterhouseCoopers LLP (filed herewith).
|
23.2
|
Consent of Counsel (included in Exhibit 5.1).
|
24.1
|
Power of Attorney (included on signature page of this registration statement).
|
99.1
|
Checkpoint Systems, Inc. 2015 Incentive Award Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 27, 2015).
|
|
(a)
|
The undersigned registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
Checkpoint Systems, Inc. | |||
Date: August 14, 2015
|
By:
|
/s/ James M. Lucania | |
Name: James M. Lucania | |||
Title: Acting Chief Financial Officer and Treasurer | |||
/s/ George Babich, Jr.
George Babich, Jr.
|
President and Chief Executive Officer
(Principal Executive Officer)
|
August 14, 2015
|
/s/ James M. Lucania
James M. Lucania
|
Acting Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
August 14, 2015
|
/s/ Joseph G. Driscoll
Joseph G. Driscoll
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
August 14, 2015
|
/s/ William S. Antle, III
William S. Antle, III
|
Director
|
August 14, 2015
|
/s/ Stephen N. David
Stephen N. David
|
Chairman of the Board of Directors
|
August 14, 2015
|
/s/ Harald Einsmann
Harald Einsmann
|
Director
|
August 14, 2015
|
/s/ R. Keith Elliott
R. Keith Elliott
|
Director
|
August 14, 2015
|
/s/ Julie S. England
Julie S. England
|
Director
|
August 14, 2015
|
/s/ Marc T. Giles
Marc T. Giles
|
Director
|
August 14, 2015
|
/s/ Jack W. Partridge
Jack W. Partridge
|
Director
|
August 14, 2015
|
EXHIBIT INDEX
|
|
Exhibit
|
Description
|
4.1
|
Articles of Incorporation, as amended (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K, as filed with the Commission on March 14, 1991).
|
4.2
|
Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the Commission on December 28, 2007).
|
4.3
|
By-Laws, as Amended and Restated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on August 4, 2010).
|
5.1
|
Opinion of Counsel (filed herewith).
|
23.1
|
Consent of PricewaterhouseCoopers LLP (filed herewith).
|
23.2
|
Consent of Counsel (included in Exhibit 5.1).
|
24.1
|
Power of Attorney (included on signature page of this registration statement).
|
99.1
|
Checkpoint Systems, Inc. 2015 Incentive Award Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 27, 2015).
|
|
Re: Registration Statement on Form S-8 (File No. 333- ); 6,986,683 Shares of Common Stock, $0.10 par value issued pursuant to the Checkpoint Systems, Inc. 2015 Incentive Award Plan
|
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