8-K

                                 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): January 31, 2006

                            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 2.01  Completion of Acquisition or Disposition of Assets
On January 30, 2006, the Company issued a press release announcing the
completion of the sale of its barcode systems (BCS) business to SATO, a global
leader in barcode printing, labeling, and EPC/RFID solutions for total
consideration of $37 million in cash, plus the assumption by SATO of $5 million
in liabilities. The final purchase price is subject to certain post-close
adjustments relating to operating assets.

Item 7.01  Regulation FD Disclosure

On January 30, 2006, the Company issued a press release announcing the
completion of the sale of its barcode systems (BCS) business to SATO (as
discussed in Item 2.01 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.

(d)      Exhibits
         99.1     Press Release dated January 30, 2006.







                                   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:  January 31, 2006                       By:  /s/ W. Craig Burns
                                                  -----------------------------
                                            Title:  Executive Vice President,
                                                    Chief Financial Officer
                                                    and Treasurer







                            Checkpoint Systems, Inc.

                                Index of Exhibits

Exhibit Number          Description
- --------------          -----------
99.1                    Press Release dated January 30, 2006.

EX-99.1 EXHIBITS

                                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 COMPLETES SALE OF BARCODE
                           SYSTEMS BUSINESSES TO SATO

Thorofare, New Jersey, January 30, 2006 - Checkpoint Systems, Inc. (NYSE: CKP),
announced today that it has completed the sale of its barcode systems (BCS)
businesses to SATO, a global leader in barcode printing, labeling, and EPC/RFID
solutions for total consideration of $37 million in cash, plus the assumption by
SATO of $5 million in liabilities. On December 22, 2005, the Company announced
that it had reached a definitive agreement with SATO to acquire Checkpoint's BCS
businesses around the world, as well as hand-held labeling solutions (HLS) in
the United States. The final purchase price is subject to certain post-close
adjustments relating to net operating assets.

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.

                                     # # #