UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Checkpoint Systems, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 22-1895850
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
101 Wolf Drive, P.O. Box 188
Thorofare, New Jersey 08086
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
Common Stock Purchase New York Stock Exchange
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
PAGE
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Item 1. Description of Registrant's Securities to be Registered.
On March 10, 1997, the Board of Directors of Checkpoint
Systems, Inc. (the "Company") declared a dividend distribution of
one Right for each outstanding share of Common Stock, $0.10 par
value, of the Company (the "Common Shares") payable to
stockholders of record on March 24, 1997 (the "Record Date").
Each Right entitles the registered holder to purchase from the
Company one Common Share. The Rights may be exercised, upon the
occurrence of certain events, at a price of $100.00 per Common
Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and
American Stock Transfer & Trust Company, as Rights Agent, dated
as of March 10, 1997.
The Rights will initially be attached to all Common
Share certificates representing Common Shares then outstanding,
and no separate Right certificates will be distributed. Until
the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later
day as may be determined by action of the Board of Directors
prior to such time as any person or group becomes an Acquiring
Person) following the commencement of a tender offer or exchange
offer if, upon consummation thereof, any person or group would be
an Acquiring Person (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such certificate together with a copy of the
Summary of Rights appended to the Rights Agreement. The date of
announcement of the existence of an Acquiring Person referred to
in clause (i) above is referred to herein as the "Share
Acquisition Date."
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Share certificates. Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights),
new Common Share certificates issued after the Record Date upon
transfer or new issuance of the Common Shares will contain a
notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date
will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares on the
Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution
Date and will expire at the close of business on March 10, 2007,
unless earlier redeemed or exchanged by the Company as described
below.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of
Rights, except as provided below, shall thereafter have the right
to receive, upon exercise, Common Shares (or, in certain
circumstances, Common Stock Equivalents (as such term is defined
in the Rights Agreement)) having a then market value equal to two
(2) times the Purchase Price of the Rights. Upon the occurrence
of the event described in the preceding sentence, any Rights
beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate (as such terms are defined in the Rights Agreement) of
an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee
after the Acquiring Person becomes such, or (iii) a transferee of
an Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the
Acquiring Person (or of any such Associate or Affiliate) to
holders of equity interests in such Acquiring Person or to any
person with whom the Acquiring Person (or of any such Associate
or Affiliate) has any agreement, arrangement or understanding
regarding the transferred Rights or (B) a transfer which the
Board of Directors of the Company in its discretion has
determined is part of a plan, arrangement or understanding which
has as a primary purpose or effect the avoidance of the Rights
Agreement shall become null and void without any further action
and no holder of such Rights shall have any rights whatsoever
with respect to such Rights, whether under any provision of the
Rights Agreement or otherwise.
At any time after any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board of
Directors of the Company may exchange the Rights (except Rights
which previously have been voided as described above), in whole
or in part, at an exchange ratio of one Common Share (or, in
certain circumstances, one Common Stock Equivalent) per Right.
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In the event that, following the earlier of the
Distribution Date and the Share Acquisition Date, (i) the Company
engages in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the
Company engages in a merger or other business combination
transaction with another person in which the Company is the
surviving corporation, but in which its Common Shares are changed
or exchanged, or (iii) more than 50% of the Company's assets or
earning power is sold or transferred, the Rights Agreement
provides that proper provision shall be made so that each holder
of a Right (except Rights which previously have been voided as
described above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a then
market value equal to two (2) times the Purchase Price of the
Rights.
The Purchase Price payable, and the number of Common
Shares or other securities issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Common Shares, (ii) upon
the grant to all holders of the Common Shares of certain rights,
options or warrants to subscribe for Common Shares or convertible
securities at less than the current market price of the Common
Shares, or (iii) upon the distribution to all holders of the
Common Shares of evidences of indebtedness, stock (other than a
dividend payable in Common Shares), assets or cash (excluding
regular quarterly cash dividends) or of subscription rights,
options or warrants (other than those referred to above).
The number of outstanding Rights and the number of
Common Shares issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common
Shares or subdivisions, consolidations or combinations of the
Common Shares occurring, in any such case, prior to the
Distribution Date.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Common Shares will be issued upon the exercise of any Right or
Rights. In lieu of fractions of a share equal to one-half of a
share or less, a cash payment will be made, as provided in the
Rights Agreement. No Rights may be exercised that would entitle
the holders to any fraction of a Common Share greater than one-
half of a share unless concurrently therewith such holder
purchases an additional fraction of a Common Share which, when
added to the number of Common Shares to be received upon such
exercise, equals a whole number of Common Shares, as provided in
the Rights Agreement. If such holder does not purchase such
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additional fraction of a Common Share, a cash payment will be
made, as provided in the Rights Agreement.
At any time prior to such time as any Person becomes an
Acquiring Person, the Board of Directors of the Company may
redeem the Rights in whole, but not in part at a price of $.005
per Right, subject to adjustment (the "Redemption Price").
Immediately upon the action of the Board of Directors of the
Company ordering the redemption of the Rights (or at such later
time as the Board of Directors may establish for the
effectiveness of such redemption), the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
The terms of the Rights may be amended by the Company
and the Rights Agent, provided that following the Distribution
Date the amendment does not materially adversely affect the
interests of holders of Rights (other than an Acquiring Person).
The Rights Agreement (which includes as exhibits the
form of Right Certificate and the Summary of Rights to Purchase
Common Stock) is an exhibit hereto and is incorporated herein by
reference. The foregoing description of the Rights is qualified
in its entirety by reference to such exhibit.
Item 2. Exhibits
1. The Rights Agreement, dated as of March 10, 1997,
by and between Checkpoint Systems, Inc. and American Stock
Transfer & Trust Company, as Rights Agent, which includes the
form of Right Certificate as Exhibit A thereto and the Summary of
Rights to Purchase Common Stock as Exhibit B thereto, as filed
with the Securities and Exchange Commission on March 17, 1997 as
Exhibit 4.1 to the Annual Report on Form 10-K of the Company, is
hereby incorporated herein in its entirety as an Exhibit hereto.
Pursuant to the Rights Agreement, printed Right Certificates will
not be mailed until as soon as practicable after the Distribution
Date.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
DATED: July 17, 1997
CHECKPOINT SYSTEMS, INC.
By: /s/Kevin P. Dowd
President and Chief Executive Officer
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