-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CimvCFGK2n+QuvHHHULjjyb/Bp7PxUdVd8JhSFiu3c4ujDLJFhI/ho9uyY9cbY3U T9oH1Sy2u5TiwSgnTbmtJg== 0000215419-05-000083.txt : 20050808 0000215419-05-000083.hdr.sgml : 20050808 20050808171810 ACCESSION NUMBER: 0000215419-05-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050808 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHECKPOINT SYSTEMS INC CENTRAL INDEX KEY: 0000215419 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 221895850 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11257 FILM NUMBER: 051006677 BUSINESS ADDRESS: STREET 1: 101 WOLF DR STREET 2: P O 188 CITY: THOROFARE STATE: NJ ZIP: 08086 BUSINESS PHONE: 856-384-2460 MAIL ADDRESS: STREET 1: 101 WOLF DRIVE CITY: THOROFARE, STATE: NJ ZIP: 08086 8-K 1 form8k080805ray.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K 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): August 8, 2005 Checkpoint Systems, Inc. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania ------------------------------------------------------------ (State or other jurisdiction of incorporation or organization) 1-11257 22-1895850 ------------------------ -------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 101 Wolf Drive, P.O. Box 188, Thorofare, New Jersey 08086 ------------------------------------------------------------------- (Address of principal executive offices) (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(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] 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 Principal Officers; Election of Directors; Appointment of Principal Officers. On August 8, 2005, Checkpoint Systems, Inc. issued a press release announcing that Raymond D. Andrews, CPA, has been appointed to the position of Vice President and Chief Accounting Officer. Mr. Andrews will replace Arthur Todd, who will assume the position of Vice President of Operations Strategic Planning. In his new role, Mr. Todd will be reporting to John E. Davies, President of Asia Pacific and Operations. Mr. Andrews will be responsible for Checkpoint's financial planning and analysis, accounting and SEC reporting. Mr. Andrews, age 52, has extensive experience as a leader of global accounting operations for large, multi-national companies. He previously served as Controller of INVISTA S.a'r.l., a subsidiary of Koch Industries, where he oversaw the company's accounting operations in North and South America, Europe and Asia. From 1998 to 2002, Mr. Andrews served as Controller for DuPont Pharmaceuticals Company and then Bristol-Myers Squibb Pharma Company, a subsidiary of Bristol-Myers Squibb, when that company acquired DuPont Pharmaceuticals in 2001. Prior to being appointed Controller, he was promoted to the position of Senior Director of Research and Development Finance after initially joining the company, formerly known as DuPont Merck Pharmaceutical Company, in 1991. Mr. Andrews received a Bachelor of Science Degree in Accounting from the University of Delaware in 1976, and is a Certified Public Accountant. Mr. Andrews will be paid an annual base salary of $175,000. In addition to his base salary Mr. Andrews will be eligible to participate in the Company's performance incentive bonus plan. Mr. Andrew's performance incentive plan is defined at a maximum bonus opportunity of 40% of his 2005 base pay. Mr. Andrews will receive a stock option for 10,000 shares of the Company's common stock that will vest 34% on August 1, 2006, 33% on August 1, 2007, and 33% on August 1, 2008. In the event of a termination without "cause" or departure for "good reason", Mr. Andrews is entitled to severance equal to twelve months salary. Item 9.01 Financial Statements and Exhibits (a) Not applicable (b) Not applicable (c) The following exhibits are filed herewith: Exhibit 99.1 Press Release dated August 8, 2005. SIGNATURE 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. By: /s/ John R. Van Zile ----------------------------------------- John R. Van Zile Senior Vice President, General Counsel and Secretary Date: August 8, 2005 EXHIBIT INDEX Exhibit No. Description ----------- ------------- Exhibit 99.1 Press Release of the Company dated August 8, 2005. EX-99.1 2 pr080805.txt PRESS RELEASE COMPANY CONTACT: Checkpoint Systems, Inc. Craig Burns, Executive Vice President, Chief Financial Officer and Treasurer (856) 848-1800 INVESTOR RELATIONS CONTACTS: Christine Mohrmann, Jim Olecki Financial Dynamics (212) 850-5600 FOR IMMEDIATE RELEASE Checkpoint systems APPOINTS Raymond D. andrews as Vice president and chief accounting officer Thorofare, New Jersey, August 8, 2005 - Checkpoint Systems, Inc. (NYSE: CKP), announced today that Raymond D. Andrews, CPA, has been appointed to the position of Vice President and Chief Accounting Officer. Mr. Andrews will replace Arthur Todd, who will assume the position of Vice President of Operations Strategic Planning. In his new role, Mr. Todd will be reporting to John E. Davies, President of Asia Pacific and Operations. Mr. Andrews will be responsible for Checkpoint's financial planning and analysis, accounting and SEC reporting. Mr. Andrews, age 52, has extensive experience as a leader of global accounting operations for large, multi-national companies. He previously served as Controller of INVISTA S.a'r.l., a subsidiary of Koch Industries, where he oversaw the company's accounting operations in North and South America, Europe and Asia. From 1998 to 2002, Mr. Andrews served as Controller for DuPont Pharmaceuticals Company and then Bristol-Myers Squibb Pharma Company, a subsidiary of Bristol-Myers Squibb, when that company acquired DuPont Pharmaceuticals in 2001. Prior to being appointed Controller, he was promoted to the position of Senior Director of Research and Development Finance after initially joining the company, formerly known as DuPont Merck Pharmaceutical Company, in 1991. Mr. Andrews received a Bachelor of Science Degree in Accounting from the University of Delaware in 1976, and is a Certified Public Accountant. Craig Burns, Executive Vice President, Chief Financial Officer and Treasurer, commented, "We are pleased that we were able to attract Ray as our new chief accounting officer, given his extensive financial experience and proven leadership capabilities. He will be a real asset to our finance team as we remain focused on executing the initiatives necessary for growth." Checkpoint Systems, Inc. is a multinational manufacturer and marketer of integrated systems solutions for retail security, labeling, and merchandising. Checkpoint is a leading provider of EAS and RFID systems, source tagging, hand-held labeling systems, retail merchandising systems, and barcode labeling systems. Applications include automatic identification, retail security and pricing, and promotional labels. Operating directly in 30 countries, Checkpoint has a global network of subsidiaries and provides professional customer service and technical support around the world. Checkpoint Systems, Inc.'s website is located at www.checkpointsystems.com. Safe Harbor Statement This presentation may include information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in the Company's Security and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----