As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
REGISTRATION STATEMENT
ON
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
CHECKPOINT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 22-1895850
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Wolf Drive
Thorofare, New Jersey 08086
(609) 848-1800
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
NEIL D. AUSTIN, Esq.
Vice President - General Counsel and Secretary
Checkpoint Systems, Inc.
101 Wolf Drive
Thorofare, New Jersey 08086
(609) 848-1800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
DAVID E. BEAVERS, Esq. MARK C. SMITH, Esq.
Stradley, Ronon, Stevens & Young, LLP Skadden, Arps, Slate, Meagher & Flom
2600 One Commerce Square 919 Third Avenue
Philadelphia, Pennsylvania 19103-7098 New York, New York 10022
---------------
Approximate date of commencement of proposed sale to the public: May 24, 1996.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the securities act registration statement number of the earlier
effective registration statement for the same offering. _X_ 333-03177
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Each Proposed Proposed
Class of Securities Amount to be Maximum Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Registration Fee
Share(2) Offering Price(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $0.10 per share 575,000 $31.00 $17,825,000 $6,146.55
===========================================================================================================================
</TABLE>
(1) Including 75,000 shares subject to the over-allotment option granted to the
Underwriters. Does not include 4,025,000 shares registered pursuant to
Registration Statement No. 333-03177 as to which a registration fee of
40,492.89 was paid
(2) Based upon the actual price to the underwriters before underwriters'
discounts and commissions.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-03177,
including any prospectuses and prospectus supplements filed pursuant thereto in
accordance with Rule 424 promulgated under said Securities Act, are hereby
incorporated herein by reference.
UNDERTAKING
The Registrant hereby undertakes and agrees to pay the registration fee for
the securities registered hereunder within twenty-four (24) hours of the filing
of this Registration Statement. It will give irrevocable wiring instructions to
its bank at the opening of business on Friday, May 24, 1996 to wire the
registration fee to the Commission immediately. Registrant has sufficient funds
in its account to cover the amount of the filing fee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Thorofare, New Jersey on May 23, 1996.
CHECKPOINT SYSTEMS, INC.
By: /s/ Kevin P. Dowd
-------------------------------
Kevin P. Dowd
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Albert E. Wolf Chairman of the Board May 23, 1996
- ------------------------------------
Albert E. Wolf
/s/ Kevin P. Dowd President, Chief Executive Officer May 23, 1996
- ------------------------------------ and Director (Principal Executive
Kevin P. Dowd Officer)
/s/ Steven G. Selfridge Executive Vice President May 23, 1996
- ------------------------------------
Steven G. Selfridge
/s/ Jeffrey A. Reinhold Vice President - Chief Financial Officer May 23, 1996
- ------------------------------------ and Treasurer
Jeffrey A. Reinhold
/s/ Mitchell T. Codkind Vice President - Corporate Controller May 23, 1996
- ------------------------------------ and Chief Accounting Officer
Mitchell T. Codkind
Director
- ------------------------------------
Robert O. Aders
Director
- ------------------------------------
Roger D. Blackwell
/s/ Richard J. Censits Director May 23, 1996
- ------------------------------------
Richard J. Censits
/s/ David W. Clark, Jr. Director May 23, 1996
- ------------------------------------
David W. Clark, Jr.
/s/ Allan S. Kalish Director May 23, 1996
- ------------------------------------
Allan S. Kalish
/s/ Jermain B. Porter Director May 23, 1996
- ------------------------------------
Jermain B. Porter
</TABLE>
<PAGE>
FORM S-3 EXHIBITS
CHECKPOINT SYSTEMS, INC.
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Description Pages
- ----------- ----------- -----
4 Form of Stock Certificate for Common Stock (1)
5 Opinion of Stradley, Ronon, Stevens & Young, LLP
23.1 Consent of Coopers & Lybrand, LLP
23.2 Consent of Coopers & Lybrand
23.3 Consent of KPMG
23.4 Consent of Stradley, Ronon, Stevens & Young, LLP
(see Exhibit 5 above)
- ---------------
(1) Incorporated by reference from the Registrant's Registration Statement on
Form 8-A filed on October 8, 1993.
Exhibit 5
May 23, 1996
Checkpoint Systems, Inc.
101 Wolf Drive
Thorofare, New Jersey 08086
Re: Registration Statement on Form S-3,
Dated May 23, 1996
Ladies and Gentlemen:
We have acted as counsel to Checkpoint Systems, Inc., a Pennsylvania
corporation (the "Company") in the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-3, dated May 23,
1996 (the "Registration Statement"), for the purpose of registering under the
Securities Act of 1933, as amended, up to 575,000 shares of the Company's Common
Stock, par value $.10 per share (the "Common Stock"). Each capitalized term used
but not defined in this opinion letter has the meaning ascribed to it in the
Registration Statement.
For the purpose of rendering the opinions contained herein, we have examined
such matters of law as we deemed necessary or appropriate and have examined and
relied (without independent investigation) on only the following documents,
records and certificates:
1. a Subsistence certificate with respect to the Company issued by the
Secretary of State of the Commonwealth of Pennsylvania on May 21, 1996;
2. the Articles of Incorporation, as amended, of the Company, certified
as true and correct by an officer of the Company;
3. the amended and restated By-laws of the Company, certified as true and
correct by an officer of the Company;
4. certain minutes of proceedings of the Company's Board of Directors,
certified by an officer of the Company, relating to the offer and sale by
the Company of the Common Stock offered pursuant to the Registration Statement;
and
5. the Registration Statement.
The law covered by the opinions expressed herein is limited to Federal
statutes, judicial decisions and rules and regulations of the governmental
agencies of the United States and the statutes, judicial and administrative
decisions and rules and regulations of the governmental agencies of the
Commonwealth of Pennsylvania.
This opinion letter is given only with respect to laws and regulations
presently in effect. We assume no obligation to advise you of any changes in law
or regulation which may hereafter occur, whether the same are retroactively or
prospectively applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.
Based upon the foregoing, it is our opinion that the Common Stock to be
offered and sold pursuant to the Registration Statement has been duly authorized
and, when issued and sold as described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to (i) the filing of this opinion letter as an exhibit to
the Registration Statement and (ii) to the reference in the Prospectus contained
within the Registration Statement to our firm as the legal counsel that has
passed upon the validly of the Common Stock to be offered pursuant to the
Registration Statement.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ David E. Beavers
-----------------------------------
David E. Beavers, Esq., a Partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion and incorporation by reference in this Registration
Statement of Checkpoint Systems, Inc. on Form S-3 dated May 23, 1996 (File No.
333- ) of our report dated March 11, 1996, on our audits of the
consolidated financial statements and financial statement schedule of
Checkpoint Systems, Inc. as of December 31, 1995 and December 25, 1994, and
for each of the three years in the period ended December 31, 1995, which report
is included in the 1995 Annual Report of Checkpoint Systems, Inc. on Form 10-K.
We also consent to the reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
May 23, 1996
EXHIBIT 23.2
We consent to the incorporation by reference in this Registration Statement of
Checkpoint Systems, Inc. on Form S-3 dated May 23, 1996 (File No. 333- ) of
our report dated April 17, 1995, on our audit of the consolidated financial
statements of Actron Group Limited as at and for the year ended December 31,
1994, which report is included in Form 8-K/A filed by Checkpoint Systems, Inc.
on February 15, 1996. We also consent to the reference to our firm under the
caption "Experts".
Coopers & Lybrand
London, United Kingdom
May 23, 1996
EXHIBIT 23.3
Consent of Independent Accountants
Exhibit 23.3
Consent
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Checkpoint Systems, Inc.
101 Wolf Drive
Thorofare, NJ 08086 USA
23 May, 1996
Dear Sirs:
We consent to the incorporation by reference in the Registration Statement
pursuant to Rule 462(b) dated May 23, 1996, on Form S-3 of Checkpoint Systems,
Inc. of our report dated February 13, 1996, with respect to the consolidated
balance sheet of Actron Group Limited and subsidiaries as of November 30, 1995,
and the related consolidated statements of income, stockholders' equity, and
cash flows of the eleven-month period ended November 30, 1995, which report
appears in the Form 8-K/A of Checkpoint Systems, Inc. dated February 15, 1996.
Yours faithfully,
/s/ KPMG
KPMG
