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.
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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 7. Financial Statements and Exhibits
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(b) The Current Report on Form 8-K, dated December 15, 1995,
as amended on February 13, 1996 on Form 8-K/A and further amended on
February 15, 1996 on Form 8-K/A (the "Current Report"), is hereby
further amended to amend the Pro Forma Combined Statement of Operations
Data and the related footnotes.
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Pro Forma Combined Statement of Operations Data
Fiscal Year 1995
(All amounts in thousands)
Twelve Eleven
Months Months Proforma
12/31/95 11/30/95 Adjustments Pro Forma for
Checkpoint Actron for the Actron the Actron
Actual Actual Acquisition Acquisition
---------- ------ -------------- -------------
(unaudited)
Net revenues $204,741 $45,500 $250,241
Cost of revenues 114,044 40,800 (2,000) (1) 152,844
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Gross profit 90,697 4,700 2,000 97,397
Selling, general
and administrative
expenses 71,642 19,300 (3,100) (2) 87,842
Operating Income/(loss) 19,055 (14,600) 5,100 9,555
Interest expense, net 2,259 1,800 399 (3) 4,458
Other income/(expense) (198) 1,100 0 902
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Income before income tax 16,598 (15,300) 4,701 5,999
Income taxes 5,189 0 0 (4) 5,189
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Net earnings/(loss) $11,409 ($15,300) $4,701 $ 810
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Net earnings/(loss)
per share $0.83 $0.06
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Weighted average number
of common and common
equivalent shares 13,687 13,687
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(1) Reflects the adjustment to inventory to reflect a profit on the selling
effort of related inventory existing as of December 26, 1994 and elimination
of redundancies created by the acquisition. No adjustment has been made to
reflect what cost of revenues would have been had manufacturing operations
been transferred as of January 1, 1995 to the Company's lower cost Caribbean
based manufacturing facilities.
(2) Reflects (i) the annual amortization of goodwill of approximately
$2.2 million, and (ii) a $4.0 million reduction to Selling, General
and Administrative expense as a result of an elimination of redundancies
created by the acquisition of approximately 50 employees and facilities,
and (iii) to eliminate $1.3 million of one time severance charges
directly associated with the acquisition which are reflected in
Checkpoint's operating results for the twelve months ending December 31,
1995.
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(3) Reflects the interest expense associated with the Convertible
Subordinated debentures less the $2.2 million of intercompany
interest charges calculated as follows:
Twelve months interest at 5-1/4% on $54 million $2,835
Less:
Interest expense booked 236
Intercompany interest charges 2,200
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Total pro forma interest adjustment $ 399
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(4) The income tax effect of the Pro Forma adjustments is
immaterial given that these adjustments consist principally
of goodwill amortization which is not tax deductible and
adjustments which reduced tax losses of Actron and Checkpoint
in their respective tax jurisdictions, for which no tax benefit
had been recognized. Accordingly, no Pro Forma tax adjustment
has been made.
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Combined Balance Sheet data
December 31, 1995
(Includes the impact of the Actron purchase completed on November 30, 1995)
(All Amounts In Thousands)
Checkpoint
Actual
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(unaudited)
Current Assets:
Cash and Short Term Investments $77,456
Accounts Receivable, net 73,065
Inventories 54,941
Other Current Assets 7,479
Deferred Income Taxes 1,117
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Total Current Assets $214,058
Property, Plant, and Equipment, net of
accumulated depreciation 56,025
Excess of Purchase Price Over Fair Value
of Net Assets Acquired 64,826
Intangibles 6,760
Other Assets 14,881
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Total Assets $356,550
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Current Liabilities:
Accounts Payable $16,643
Accrued Compensation 5,762
Income Taxes 5,816
Unearned Revenues 8,155
Other Current Liabilities 21,566
Current Portion Long-term Debt 4,002
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Total Current Liabilities $61,944
Long-Term Debt, Less Current Maturities 35,674
5- 1/4% Subordinated Debentures 120,000
Deferred Income Taxes 1,274
Shareholders' Equity
Preferred Stock, no par value
Common Stock, par value
$.10 per share 1,501
Additional Capital 84,627
Retained Earnings 58,198
Common Stock in Treasury (5,664)
Foreign Currency Adjustment (1,004)
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Total Shareholders' Equity $137,658
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Total Liabilities and
Shareholders'Equity $356,550
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Signature
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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 20, 1996
Checkpoint Systems, Inc.
BY: /s/Mitchell T. Codkind
Vice President, Corporate Controller and
Chief Accounting Officer
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