8-K

                     Microsoft Word 11.0.6568;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): December 22, 2005

                            CHECKPOINT SYSTEMS, INC.
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    (Exact name of Registrant as specified in its Articles of Incorporation)

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

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

                                    856-848-1800
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           (Registrant's telephone number, including area code)

                                       N/A
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          (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)
[ ] 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 1.01  Entry Into a Material Definitive Agreement
- -----------------------------------------------------
On December 22, 2005, Checkpoint Systems, Inc. (the "Company") entered into a
definitive agreement to sell its barcode systems (BCS) businesses to SATO, a
global leader in barcode printing, labeling, and EPC/RFID solutions.

Under the agreement, SATO is acquiring Checkpoint's BCS businesses around the
world, as well as its hand-held labeling solutions (HLS) in the United States.
The transaction will allow Checkpoint to focus on its core businesses, while
enabling SATO to immediately increase its presence and customer base in the BCS
market. Total consideration for the business is expected to be approximately
$40 million, payable in cash, which represents approximately $8.6 million in
excess of net tangible book value. The purchase price will be subject to
adjustment depending on the net tangible asset value as of closing. The
transaction is expected to be closed by January 30, 2006, subject to local and
legal requirements.


Item 7.01  Regulation FD Disclosure
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On December 22, 2005, the Company issued a press release announcing the signing
of a definitive agreement to sell its barcode systems businesses to SATO (as
discussed in Item 1.01 hereof), which press release is attached hereto as
Exhibit 99.1. This press release and the information disclosed under Item 1.01
above are incorporated into this Item 7.01 by reference.

Item 9.01. Financial Statements and Exhibits.
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(d)      Exhibits
99.1     Press Release dated December 22, 2005.

                                   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.

Dated:  December 22, 2005                By:     /s/George W. Off
                                         Title:  Chairman and Chief Executive
                                                 Officer


                            Checkpoint Systems, Inc.
                                Index of Exhibits

Exhibit
Number      Description
- ------      -----------

99.1        Press Release dated December 22, 2005.

EX-99.1PRESS RELEASE

Exhibit 99.1

                                     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



               CHECKPOINT SYSTEMS ANNOUNCES DEFINITIVE AGREEMENT
                       TO SELL BARCODE SYSTEMS BUSINESSES

Thorofare, New Jersey, December 22, 2005 - Checkpoint Systems, Inc. (NYSE: CKP),
announced today that it has entered into a definitive agreement to sell its
barcode systems (BCS) businesses to SATO, a global leader in barcode printing,
labeling, and EPC/RFID solutions.

Under the agreement, SATO is acquiring Checkpoint's BCS businesses around the
world, as well as hand-held labeling solutions (HLS) in the United States. The
transaction will allow Checkpoint to focus on its core businesses, while
enabling SATO to immediately increase its presence and customer base in the BCS
market. Total consideration for the businesses is expected to be approximately
$40 million, payable in cash, which represents approximately $8.6 million in
excess of net tangible book value. The purchase price will be subject to
adjustment depending on the net tangible asset value as of closing. The
transaction is expected to be closed by January 30, 2006, subject to local and
legal requirements.

George Off, Chairman and Chief Executive Officer of Checkpoint, commented, "We
are very pleased that our BCS customers will benefit from SATO's commitment to
excellence in its product offerings and services, and our employees will have
the opportunity to work for a company focused on long-term growth in the Bar
Code Systems business. This transaction gives Checkpoint the opportunity to
focus our resources on our growth businesses and create increased value for our
customers and shareholders."

SATO President Masanori Otsuka stated, "This is a strategic acquisition that
complements our existing businesses and fits with our long-term vision of growth
and profitability, especially in the consumables market segment outside of
Japan. The investment signals SATO's intention to further strengthen its
position as a leading provider of high quality and innovative barcode and label
printing solutions worldwide. With the current set-up, and the commitment and
efforts of our new staff, we are confident it will be a seamless integration and
Checkpoint's BCS business will soon be part of the SATO family. The outlook
points to healthy business and industry growth potential and there is every
reason to believe that BCS will be a boon for SATO."

For the nine months ended September 25, 2005, Checkpoint's BCS businesses
generated revenue of $73.0 million, and as of the third quarter of 2005 the
results of these businesses were reported in "discontinued operations," as
required by the accounting standards. William Blair & Company acted as financial
advisor to Checkpoint in connection with the transaction.


About SATO
SATO is a pioneer in the Automatic Identification and Data Collection (AIDC)
industry and the inventor of the world's first electronic thermal transfer
barcode printer. It revolutionized the barcoding industry by introducing the
Data Collection System (DCS) & Labeling concept - a total barcode and labeling
solution providing high quality barcode printers, scanners/hand-held terminals,
label design software and consumables. SATO is one of the first in the industry
to introduce a complete, multi-protocol EPC-compliant, UHF RFID solution.

SATO is publicly listed on the first section of Tokyo Stock Exchange in Japan.
It has worldwide offices in the United States, Belgium, France, Germany, United
Kingdom, Poland, Singapore, Malaysia, Thailand and China. For the fiscal year
ended March 31, 2005, it reported revenues of US$575 million. For more
information, contact SATO International at www.SATOworldwide.com.

About Checkpoint Systems
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 and retail merchandising 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 constitutes 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. These
risks and uncertainties include, but are not limited to, the timing of the
closing of the sale of the barcode systems businesses, if such closing will
occur at all. Other factors that could cause or contribute to such differences
include those matters disclosed in the Company's Security and Exchange
Commission filings.

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