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): December 22, 2009

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:

[ ] 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 1.02 Termination of a Material Definitive Agreement

December 22, 2009, Checkpoint Systems, inc. (the "Company") amended its Rights Agreement originally dated March 10, 1997, as amended on March 2, 2007 and as further amended on August 5, 2009 (as amended, the "Rights Agreement", between the Company and American Stock Transfer & Trust Company, LLC (“AST”) as the Rights Agent, to accelerate the final expiration date of the outstanding rights to purchase shares of the

            Company’s Common Stock from March 10, 2017 to December 24, 2009.  The Rights Agreement will terminate as of the close of business on December 24, 2009.

Item 3.03 Material Modification to Rights of Security Holders

           The information set forth under Item 1.02 “Termination of Material Definitive Agreement” of this Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

           (d) Exhibits

            The following exhibit is filed with this Current Report on Form 8-K:

Exhibit

Number                  Description

10.1                         Amendment No. 3 to Rights Agreement, dated December 22, 2009 between the Company and American Stock Transfer &

                                Trust Company, LLC as Rights Agent.

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:  December 23, 2009	By:	/s/ Raymond D. Andrews
		Title:  Senior Vice President and Chief Financial Officer

Checkpoint Systems, Inc.

Index of Exhibits

Exhibit

Number                  Description

10.1                         Amendment No. 3 to Rights Agreement, dated December 22, 2009 between the Company and American Stock Transfer &

                                Trust Company, LLC as Rights Agent.

EX-10.1

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (“Amendment No. 3”) is dated as of the 22nd day of December, 2009, by and between Checkpoint Systems, Inc., a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (formerly American Stock Transfer & Trust Company) (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of March 10, 1997, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of March 2, 2007 and as further amended by Amendment No. 2 to Rights Agreement, dated August 5, 2009 (as so amended, the “Rights Agreement”);

WHEREAS, the Board of Directors of the Company has considered the reasons underlying the adoption of the Rights Agreement;

WHEREAS, the Board of Directors of the Company has considered and discussed the corporate governance implications of the Rights Agreement;

WHEREAS, the Company and the Rights Agent desire to amend the Termination Date of the Rights Agreement to December 24, 2009; and

WHEREAS, the Board of Directors of the Company has authorized this Amendment No. 3 at a meeting of the Directors duly called and held.

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment No. 3, the parties, intending to be legally bound, hereby agree as follows:

1.Amendments to Rights Agreement.  The Rights Agreement is hereby amended as follows:

a)Section 7(a) of the Rights Agreement is hereby amended by deleting the date “March 10, 2017” immediately preceding the parenthetical “(the “Final Expiration Date”)” in such section, and replacing it with

    the date “December 24, 2009”.

b)Exhibit A to the Rights Agreement is hereby amended by deleting the date “March 10, 2017” in each place in which such date appears in Exhibit A, and replacing it with the date “December 24, 2009”.

c)Exhibit B to the Rights Agreement is hereby amended by deleting the date “March 10, 2017” in each place in which such date appears in Exhibit B, and replacing it with the date “December 24, 2009”.

2.References to “Agreement”.  The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by Amendment No. 1, dated March 2, 2007,

   Amendment No. 2, dated August 5, 2009, and as further amended by this Amendment No. 3.

3.  Effectiveness.  This Amendment No. 3 shall be effective as of the date hereof.

4.Counterparts.  This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed as of the day and year first above written.

ATTEST:                                                                                                                          CHECKPOINT SYSTEMS, INC.

           /s/ Raymond D. Andrews                                                                                   _____/s/ Robert P. van der Merwe

Title:  Senior Vice President and                                                                                  Title:  Chairman of the Board,

           Chief Financial Officer                                                                                                   President and Chief Executive Officer

ATTEST:                                                                                                                          AMERICAN STOCK TRANSFER &.

                                                                                                                                           TRUST COMPANY LLC

            /s/ Susan Silber                                                                                                    _____/s/ Herbert J. Lemmer

Title:  Assistant Secretary                                                                                              Title:  Vice President