Attached files

file filename
EX-99.1 - PRESS RELEASE STEPHEN DAVID - CHECKPOINT SYSTEMS INCprsdavid.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): September 8, 2012

Checkpoint Systems Logo
CHECKPOINT SYSTEMS, INC.

(Exact name of Registrant as specified in its Articles of Incorporation)

 
Pennsylvania
 
22-1895850
 
 
(State of Incorporation)
 
(IRS Employer Identification No.)
 

 
101 Wolf Drive, PO Box 188, Thorofare, New Jersey
 
08086
 
 
(Address of principal executive offices)
 
(Zip Code)
 

 
856-848-1800
 
 
(Registrant’s telephone number, including area code)
 
 
N/A
 
 
(Former name or address, if changed since last report)
 
     
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))
 


 
 
 

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On September 8, 2012, the Board of Directors of Checkpoint Systems, Inc. (“Checkpoint” or the “Company”) appointed Stephen N. David to serve on the Board to fill a vacancy created by the recent resignation of Robert Wildrick.  Mr. David will serve as a Class I director, with his initial term expiring at the Company’s 2013 annual meeting of shareholders.

There were no arrangements or undertakings between Mr. David and any other persons pursuant to which he was selected as a director.  There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party and with which Mr. David or any member of his immediate family had, or will have, a direct or indirect material interest.  The Board has determined that Mr. David meets the applicable independence requirements of the New York Stock Exchange and has not appointed him to any committees at this time.

Concurrently with his election to the Board, Mr. David was granted an option to purchase 10,000 shares of common stock at an exercise price of $8.0150 under the Company’s Amended and Restated 2004 Omnibus Incentive Compensation Plan.

In connection with his appointment, Mr. David will receive the standard annual compensation for independent directors of $30,000.  In addition, Mr. David will also be entitled to receive an annual equity grant of 7,000 restricted stock units.  The non-employee director compensation program is described in further detail in the Company’s Definitive Proxy Statement for its 2012 annual meeting of shareholders filed with the Securities and Exchange Commission on April 23, 2012.

The Company issued a press release on September 13, 2012 announcing the appointment of Mr. David to the Board of Directors.   A copy of the press release is attached hereto as Exhibit 99.1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-2-
 
 

 


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
  Checkpoint Systems, Inc.  
       
Date: September 13, 2012
By:
/s/  Raymond D. Andews  
    Name: Raymond D. Andews  
    Title: Senior Vice President and Chief Financial Officer  
       
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-3-
 
 

 

Checkpoint Systems, Inc.
 
 
Index of Exhibits
 
Exhibit Number
Description
99.1
Press Release dated September 13, 2012


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-4-