0000899243-16-019903.txt : 20160513 0000899243-16-019903.hdr.sgml : 20160513 20160513161530 ACCESSION NUMBER: 0000899243-16-019903 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160513 FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160513 ISSUER: 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: 1225 BUSINESS ADDRESS: STREET 1: 101 WOLF DRIVE CITY: THOROFARE STATE: NJ ZIP: 08086 BUSINESS PHONE: 856-848-1800 MAIL ADDRESS: STREET 1: 101 WOLF DRIVE CITY: THOROFARE STATE: NJ ZIP: 08086 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Roy Carol P. CENTRAL INDEX KEY: 0001610107 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11257 FILM NUMBER: 161648558 MAIL ADDRESS: STREET 1: 101 WOLF DRIVE CITY: THOROFARE STATE: NJ ZIP: 08086 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-05-13 1 0000215419 CHECKPOINT SYSTEMS INC CKP 0001610107 Roy Carol P. 101 WOLF DRIVE THOROFARE NJ 08086 0 1 0 0 Sr. VP Global Human Resources Common Stock 2016-05-13 4 D 0 52325 D 0 D Stock Option (Right to Buy) 8.255 2016-05-13 4 D 0 1111 D 2019-02-17 Common Stock 1111 0 D Stock Option (Right to Buy) 7.745 2016-05-13 4 D 0 8170 D 2022-07-24 Common Stock 8170 0 D Performance Rights 2016-05-13 4 D 0 24150 D Common Stock 24150 0 D Pursuant to that certain Agreement and Plan of Merger dated March 1, 2016 (the "Merger Agreement") by and among the Issuer, CCL Industries Inc. ("CCL") and a wholly-owned subsidiary of CCL, the Issuer became an indirect wholly-owned subsidiary of CCL upon consummation of the merger (the "Effective Time"). The aggregate holdings of 52,325 shares of common stock were disposed at the Effective Time for the following merger consideration: (a) 12,761 shares of common stock. At the Effective Time, each such share of common stock was disposed of in exchange for $10.15 (or the "Merger Consideration") in cash. (b) 22,873 shares of unvested restricted stock units ("RSUs"). At the Effective Time, each RSU (whether vested or unvested) was canceled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the number of shares covered by such RSU, subject to all applicable withholding taxes. (Continued from footnote 1) (c) 16,691 shares of common stock acquired under various deferred compensation plans. It is comprised of both shares of common stock and shares of common stock accrued pursuant to a matching provision under such plan. At the Effective Time, each deferred share was converted into a cash balance amount determined by multiplying the number of deferred shares outstanding immediately prior to the Effective Time by $10.15, rounded up to the nearest whole cent. Pursuant to the procedures set forth in the Merger Agreement, each option vested in full at the Effective Time and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, into the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to all applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option will be terminated without payment. Represents performance-based restricted stock units ("PSUs"). Pursuant to the provisions of the Merger Agreement, at the Effective Time, each outstanding PSU, was deemed earned at the target level and was cancelled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the target number of shares of common stock subject to the applicable award of PSUs, subject to all applicable withholding taxes. Exhibit List: Exhibit 24 - Power of Attorney /s/ Bryan Rowland, attorney-in-fact 2016-05-13 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of James M. Lucania, James Sugarman and Bryan T. R. Rowland, or
any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the undersigned's name and on the
                undersigned's behalf, and submit to the U.S. Securities and
                Exchange Commission (the "SEC") a Form ID, including amendments
                thereto, and any other documents necessary or appropriate to
                obtain codes and passwords or regenerate such codes and password
                enabling the undersigned to make electronic filings with the SEC
                of reports required by Section 16(a) of the Securities Exchange
                Act of 1934 or any rule or regulation of the SEC;

        (2)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of
                Checkpoint Systems, Inc. (the "Company"), Forms 3, 4, and 5 in
                accordance with Section 16(a) of the Securities Exchange Act of
                1934 and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, complete and execute any
                amendment or amendments thereto, and timely file such form with
                the SEC and any stock exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of April 28, 2016.

                                        /s/ Carol P. Roy
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                                                    Signature

                                        Carol P. Roy
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