As filed with the Securities and Exchange Commission
on September 12, 1997.
Registration No.
-----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHECKPOINT SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
Pennsylvania 22-1895850
(State of Incorporation) (I.R.S. Employer Identification No.)
101 Wolf Drive, Thorofare, New Jersey 08086
(Address of Principal Executives Offices) (Zip Code)
CHECKPOINT SYSTEMS, INC. STOCK OPTION PLAN (1992)
(Full title of the plan)
Kevin P. Dowd, President and Copies to:
Chief Executive Officer Baldo M. Carnecchia, Esquire
Checkpoint Systems, Inc. Montgomery, McCracken
101 Wolf Drive Walker & Rhoads, LLP
P.O. Box 188 123 South Broad Street
Thorofare, New Jersey 08086 Philadelphia, PA 19109
(Name and address of agent (215) 772-7660
for service)
(609) 848-1800
(Telephone number for agent
for service)
<PAGE>2
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Proposed Maximum Maximum
Securities Maximum Offering Aggregate
to be Amount to Be Price Offering
Registered Registered Per Share Price Fee
- ----------- ------------ --------- --------- ---
Common Stock 6,000,000 $14.0625(1) $84,375,000(1) $29,095.04
Par Value
- ----------
$.10 per share
(1) Estimated, pursuant to Rule 457(h), solely for the
purpose of calculating the registration fee, based on the average
of the high and low prices reported in the consolidated reporting
system of the Company's Common Stock on September 11, 1997 on the
New York Stock Exchange.
Sequentially numbered original consisting of 13 pages.
Exhibit Index is located at sequential page 10.
<PAGE>3
General Instructions - Paragraph E. Registration of Additional
Securities
This Registration Statement on Form S-8 for Checkpoint
Systems, Inc. ("Registrant") relates to the registration of
additional securities of the same class as other securities for
which registration statements on Form S-8 relating to the same
employee benefit plan are already effective.
On April 27, 1995, the shareholders of the Registrant
approved the amendments to the Checkpoint Systems, Inc. Stock
Option Plan (1992) (the "Plan"). Among other changes, the
shareholders approved the addition to the Plan of 1,500,000
shares of the Company's Common Stock, bringing the total number
of shares available for option under the Plan to 4,500,000.
On January 4, 1996, the Board of Directors of the
Company approved a two-for-one stock split (the "Stock Split").
Pursuant to the Plan, the total number of shares of Common Stock
available for option under the Plan automatically increased, upon
the effectiveness of the Stock Split, to 9,000,000.
On April 23, 1997, the shareholders of the Registrant
approved additional amendments to the Plan. Among other changes,
the shareholders approved the extension of the termination date
of the Plan from May 17, 1997 to May 17, 2007; and the addition
of 3,000,000 shares of the Company's Common Stock to the Plan,
thereby bringing the total number of shares available for option
under the Plan to 12,000,000.
Pursuant to Rule 416 promulgated under the Securities
Act of 1933, the number of shares of Common Stock deemed to be
covered by previously filed effective registration statements on
Form S-8 relating to the same employee benefit plan automatically
increased from 3,000,000 to 6,000,000 shares when the Stock Split
became effective. This registration statement pertains to the
6,000,000 shares of Common Stock for which options have been or
may be issued under the Plan which are not covered by a
previously filed registration statement. This Registration
Statement incorporates by reference all prior registration
statements filed on Form S-8 with respect to the Plan, including
Registration Statement No. 33-16721, filed on August 24, 1987, as
amended by Post-Effective Amendment No. 1, filed on January 20,
1988, and Post-Effective Amendment No. 2, filed on May 18, 1988,
Supplement Dated April 20, 1989 to Prospectus Dated May 18, 1988;
Registration Statement No. 33-37996, filed on November 29, 1990;
and Registration Statement No. 33-49191, filed on November 24,
1992.
<PAGE>4
Part II - Information Required In The Registration Statement
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The documents listed below and all documents
subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934
("Exchange Act") (prior to the filing of a post-effective
amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold) shall be deemed incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing such documents:
(1)The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(2)All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the Registrant's
fiscal year covered by the Registrant's latest annual report
referred to in paragraph (1) above; and
(3)The description of the common stock to be offered by the
Registrant, contained in a Registration Statement registering
such common stock under Section 12 of the Exchange Act, including
any amendment or report filed by the Registrant for the purpose
of updating such description.
Item 4. Description of Securities.
-------------------------
Not applicable. The class of securities to be offered
is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable. No expert named in this Registration
Statement as having prepared or certified any part hereof (or
named as having prepared or certified a report or valuation for
use in connection with this Registration Statement), or counsel
for the Registrant named in the prospectus as having given an
opinion upon the validity of the securities being registered or
upon other legal matters in connection with the registration or
offering of such securities, was employed for such purpose on a
contingent basis, or at the time of such preparation,
certification or opinion or at any time thereafter through the
date of effectiveness of this Registration Statement or that part
of this Registration Statement to which such preparation,
certification or opinion relates, had, or is to receive in
connection with the offering, a substantial interest, direct or
indirect, in the Registrant or any of its parents or subsidiaries
or was connected with the Registrant or any of its parents or
subsidiaries as a promoter, managing underwriter (or any
principal underwriter, if there are no managing underwriters),
voting trustee, director, officer, or employee.
<PAGE>5
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under Article VII of the Registrant's by-laws,
indemnification of directors and officers is mandatory to the
fullest extent permitted by Pennsylvania law, provided, however,
that no indemnification shall be made in any case where the act
or failure to act is determined by a court to have constituted
wilful misconduct or recklessness. The personal liability of
directors for monetary damages is eliminated under certain
circumstances. Subchapters B and C of Chapter 17 of
Pennsylvania's Business Corporation Law of 1988, as amended,
contain relevant statutory provisions. The Registrant has not
opted out of the provisions of Subsections (e) through (g) of
Pennsylvania's Act 36 of 1990, which generally permit the
directors of the Registrant to consider constituencies other than
shareholders in evaluating matters, particularly in change of
control situations. The Registrant also has a policy of
directors' and officers' liability insurance.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following exhibits are filed as part of this
Registration Statement:
Description Tab No.
----------- -------
(4) Instruments defining the rights of Incorporated
security holders, including indentures by reference
(5) Opinion re legality 5
(15) Letter re unaudited interim financial Not applicable
information
(23) A. Consent of Montgomery, McCracken Included in
Walker & Rhoads, LLP Exhibit 5
B. Consent of Coopers & Lybrand, LLP 23
(24) Power of attorney Not applicable
(28) Information from reports furnished to Not applicable
state insurance regulatory authorities
(99) Additional exhibits Not applicable
<PAGE>6
Item 9. Undertakings.
------------
The 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 ("1933 Act"); (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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement; (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any
material change to such information in this Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii)
hereof shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability
under the 1933 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 the time shall be deemed to be the initial bona fide offering
thereof; and
(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.
The 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 Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement 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.
The Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the
prospectus is sent or given a copy of the Registrant's Annual
Report to Shareholders for its last fiscal year, unless such
person otherwise has received a copy of such report, in which
case the Registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on
written request of the person. If the last fiscal year of the
Registrant has ended within 120 days prior to the use of the
Prospectus, the annual report of the Registrant for the preceding
fiscal year may be so delivered, but within such 120-day period
the annual report for the last fiscal year will be furnished to
each such person.
<PAGE>7
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.
<PAGE>8
SIGNATURES
Pursuant to the requirements of the 1933 Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Thorofare, State of New Jersey, on the 12th day of September,
1997.
CHECKPOINT SYSTEMS, INC.
/s/Kevin P. Dowd
President and Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/Kevin P. Dowd President, Chief September 12, 1997
Executive Officer
/s/Steven G. Selfridge Executive Vice September 12, 1997
President, Chief
Operating Officer
/s/Jeffrey A. Reinhold Vice President - September 12, 1997
Finance, Chief
Financial Officer and
Treasurer
/s/Mitchell T. Codkind Vice President, September 12, 1997
Corporate Controller,
Chief Accounting Officer
/s/Robert O. Aders Director September 12, 1997
/s/Roger D. Blackwell Director September 12, 1997
/s/Richard J. Censits Director September 12, 1997
/s/David W. Clark, Jr. Director September 12, 1997
/s/Kevin P. Dowd Director September 12, 1997
/s/Elisa Margaona Director September 12, 1997
/s/Raymond R. Martino Director September 12, 1997
/s/Jermain B. Porter Director September 12, 1997
/s/Albert E. Wolf Chairman of the September 12, 1997
Board
<PAGE>9
EXHIBIT INDEX
Exhibit Page
Number Description Number
5, 23A Opinion and Consent of Montgomery, McCracken,
Walker & Rhoads, LLP 11
23B Consent of Coopers & Lybrand, LLP 12
<PAGE>10
TO THE BOARD OF DIRECTORS OF
CHECKPOINT SYSTEMS, INC.
Gentlemen:
We have acted as counsel for Checkpoint Systems, Inc.,
a Pennsylvania corporation (the "Company"), in connection with
the Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 6,000,000 shares (the
"Shares") of the Company's common stock, par value $.10 per
share, to be offered pursuant to the Checkpoint Systems, Inc.
Stock Option Plan (1992) (the "Plan").
On April 27, 1995, the shareholders of the Company
approved the addition to the Plan of 1,500,000 shares of the
Company's Common Stock which, when combined with the 3,000,000
shares of Common Stock of the Company as to which a registration
statement was already effective, brought the total number of
shares available for option under the Plan to 4,500,000.
On January 4, 1996, the Board of Directors of the
Company approved a two-for-one stock split (the "Stock Split").
Pursuant to the Plan, the total number of shares of Common Stock
available for option under the Plan automatically increased, upon
the effectiveness of the Stock Split, to 9,000,000.
On April 23, 1997, the shareholders of the Company
approved additional amendments to the Plan. Among other changes,
the shareholders approved the extension of the termination date
of the Plan from May 17, 1997 to May 17, 2007; and the addition
of 3,000,000 shares of the Company's Common Stock to the Plan,
thereby bringing the total number of shares available for option
under the Plan to 12,000,000.
Pursuant to Rule 416, promulgated under the Securities
Act of 1933, the number of shares of Common Stock deemed to be
covered by previously filed effective registration statements on
Form S-8 relating to the same employee benefit plan automatically
increased from 3,000,000 to 6,000,000 shares upon the
effectiveness of the Stock Split. The Registration Statement
pertains to the 6,000,000 shares of Common Stock for which
options have been or may be issued under the Plan which are not
covered by a previously filed registration statement.
In connection with this opinion, we have examined
copies of the Articles of Incorporation of the Company and the
By-Laws of the Company, each as in effect as of this date, and
resolutions of the Board of Directors of the Company of February
22, 1995, January 4, 1996 and February 26, 1997, adopting the
amendments to the Plan to increase the number of shares available
thereunder and adopting the Stock Split. We understand that such
amendments to the Plan were duly approved by the shareholders of
the Company at the annual meetings held on April 27, 1995 and
April 23, 1997, respectively. In addition, we have examined such
other documents as we have deemed relevant for the purpose of
this opinion.
Based on the foregoing, it is our opinion that each of
the Shares, when issued and sold in the manner, and in accordance
with the terms, described in the Plan, at a price not less than
the par value thereof, will be legally issued, fully paid and
non-assessable under Pennsylvania law as in effect on the date
hereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Montgomery, McCracken, Walker & Rhoads, LLP
Philadelphia, PA
September 12, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Checkpoint Systems, Inc. on Form S-8 (File No. )
of our report dated February 7, 1997, except as to the
information presented in Note 19, for which the date is March 12,
1997, on our audits of the consolidated financial statements and
financial statement schedules of Checkpoint Systems, Inc. as of
December 29, 1996 and December 31, 1995, and for each of the
three years in the period ended December 29, 1996, which report
is included in Checkpoint Systems, Inc.'s 1996 Annual Report on
Form 10-K.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania 19103
September 12, 1997
