-----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, I4YwH4TptieRkNiXB66FLv4GnbjI1Y9BCG85WoiSSb9mUHeCgXThDNd1er4mHOaq +q23vqJK/MfoCmH8ClH6Pg== 0000950115-99-000009.txt : 19990108 0000950115-99-000009.hdr.sgml : 19990108 ACCESSION NUMBER: 0000950115-99-000009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990107 EFFECTIVENESS DATE: 19990107 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: S-8 SEC ACT: SEC FILE NUMBER: 333-70213 FILM NUMBER: 99502235 BUSINESS ADDRESS: STREET 1: 101 WOLF DR STREET 2: P O 188 CITY: THOROFARE STATE: NJ ZIP: 08086 BUSINESS PHONE: 6096481800 S-8 1 INITIAL STATEMENT As filed with the Securities and Exchange Commission on January 7, 1999. Registration No. 333-____________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CHECKPOINT SYSTEMS, INC. -------------------------------------------------- (Exact name of issuer as specified in its charter) Pennsylvania 22-1895850 ------------------------ ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 101 Wolf Drive, Thorofare, New Jersey 08086 ------------------------------------------- (Address of Principal Executives Offices) COMPENSATION OPTION AGREEMENTS BETWEEN CHECKPOINT SYSTEMS, INC AND GERALD L. WOLKEN DATED AS OF JANUARY 1, 1995 AND OCTOBER 8, 1996 COMPENSATION OPTION AGREEMENT BETWEEN CHECKPOINT SYSTEMS, INC AND LEWIS C. SHEALY, JR. DATED AS OF APRIL 28, 1998 COMPENSATION OPTION AGREEMENT BETWEEN CHECKPOINT SYSTEMS, INC AND ERNEST G. LOCKER, JR. DATED AS OF JUNE 11, 1998 -------------------------------------------------------------------- (Full title of the plans) Kevin P. Dowd, President and Chief Executive Officer Checkpoint Systems, Inc. 101 Wolf Drive P.O. Box 188 Thorofare, NJ 08086 (609) 848-1800 ------------------------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------------------------- Copies to: William R. Sasso, Esquire Stradley, Ronon, Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103-7098 (215) 564-8045
- ---------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount to be offering price aggregate offering Amount of Title of securities to be registered Registered(1) per Share(2) price(4) registration fee - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value per share 40,000(3) $ 9.8125(3) $914,423 $255 10,000 $26.50 8,000 $17.9063 7,500 $15.1563 - ----------------------------------------------------------------------------------------------------------------------
(1) Such additional, indeterminable number of shares that may be issuable by reason of the anti-dilution provisions of the Compensation Option Agreements by and between Checkpoint Systems, Inc. ("Registrant") and Gerald L. Wolken dated as of January 1, 1995 (40,000 shares) and October 8, 1996 (10,000 shares), the Compensation Option Agreement by and between the Registrant and Lewis C. Shealy, Jr. dated as of April 28, 1998 (8,000 shares) and the Compensation Option Agreement by and between the Registrant and Ernest G. Locker, Jr. dated as of June 11, 1998 (7,500 shares) (collectively, the "Option Agreements") are hereby registered. (2) Pursuant to Rule 457(h)(1), for shares issuable under presently outstanding options granted under the Option Agreements, the price at which such options may be exercised has been used to determine the registration fee. (3) The Compensation Option Agreement with Gerald Wolken, dated January 1, 1995, was granted prior to the Registrant's two-for-one stock split (the "Stock Split") which was approved by the Board of Directors of the Registrant on January 4, 1996. The number of shares registered herein and the respective option price per share represent the terms of such Compensation Option Agreement following the Stock Split. (4) Estimated solely for the purpose of determining the registration fee. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The documents listed below, previously filed by Checkpoint Systems, Inc. (the "Registrant") with the Securities and Exchange Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 28, 1997; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the Registrant's fiscal year covered by the Registrant's annual report referred to in paragraph (a) above; and (c) The description of the Registrant's common stock, $.10 par value per share ("Common Stock"), contained in the Registrant's Registration Statement on Form 8-A filed with the Commission on October 8, 1993, including any amendment or report filed by the Registrant for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 7.2 of the Registrant's By-laws permits the indemnification of officers and directors under certain circumstances to the fullest extent that such indemnification may be permitted by law. Such rights of indemnification are in addition to, and not in limitation of, any rights to indemnification to which any officer or director of the Registrant is entitled under the Business Corporation Law of the Commonwealth of Pennsylvania (Section 1741 through 1750), which provides for indemnification by a corporation of its officers and directors under certain circumstances as stated in the Business Corporation Law and subject to specified limitations set forth in the Business Corporation Law. The Registrant also maintains directors' and officers' liability insurance coverage which insures directors and officers of the Registrant against certain losses arising from claims made, and for which the Registrant has not provided reimbursement, by reason of their being directors and officers of the Registrant or its subsidiaries. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. For a list of all exhibits filed or included as part of this Registration Statement, see "Exhibit Index" filed on page 6 filed herewith. Item 9. Undertakings. (a) The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended ("Securities Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (1)(ii) hereof shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thorofare, State of New Jersey, on the 30th day of December, 1998. CHECKPOINT SYSTEMS, INC. By: /s/ Kevin P. Dowd ------------------------------------- Kevin P. Dowd President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin P. Dowd and Jeffrey A. Reinhold and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date - --------- ----- ---- /s/ Kevin P. Dowd President, Chief Executive Officer December 30, 1998 - ------------------------- and Director Kevin P. Dowd (Principal Executive Officer) /s/ Jeffrey A. Reinhold Vice President - Finance, December 30, 1998 - ------------------------- Chief Financial Officer and Treasurer Jeffrey A. Reinhold /s/ W. Craig Burns Vice President - Corporate December 30, 1998 - ------------------------- Controller and Chief Accounting W. Craig Burns Officer /s/ Robert O. Aders Director December 30, 1998 - ------------------------- Robert O. Aders /s/ Roger D. Blackwell Director December 30, 1998 - ------------------------- Roger D. Blackwell /s/ Richard J. Censits Director December 30, 1998 - ------------------------- Richard J. Censits
/s/ David W. Clark, Jr. Director December 30, 1998 - ------------------------- David W. Clark, Jr. /s/ Alan R. Hirsig Director December 30, 1998 - ------------------------- Alan R. Hirsig /s/ William P. Lyons, Jr. Director December 30, 1998 - ------------------------- William P. Lyons, Jr /s/ Elisa Margaona Director December 30, 1998 - ------------------------- Elisa Margaona /s/ Raymond R. Martino Director December 30, 1998 - ------------------------- Raymond R. Martino /s/ Albert E. Wolf Director December 30, 1998 - ------------------------- Albert E. Wolf
EXHIBIT INDEX Exhibit Number Description Location - -------------- ----------- -------- 4.1 Compensation Option Agreement by and between Registrant Filed herewith. and Gerald L. Wolken dated as of January 1, 1995. 4.2 Compensation Option Agreement by and between Registrant Filed herewith. and Gerald L. Wolken dated as of October 8, 1996. 4.3 Compensation Option Agreement by and between Registrant Filed herewith. and Lewis C. Shealy, Jr. dated as of April 28, 1998. 4.4 Compensation Option Agreement by and between Registrant Filed herewith. and Ernest G. Locker, Jr. dated as of June 11, 1998. 4.5 Form of Stock Certificate for Common Stock. Incorporated by reference from Registrant's Registration Statement on Form 8-A filed on October 8, 1993. 5.1 Opinion of Stradley, Ronon, Stevens Young, LLP. Filed herewith. 23.1 Consent of Stradley, Ronon, Stevens & Young, LLP. Contained in Exhibit 5.1. 23.2 Consent of PricewaterhouseCoopers , LLP. Filed herewith. 24.1 Power of Attorney. Included on signature page.
EX-4.1 2 COMPENSATION OPTION AGREEMENT Checkpoint Systems Inc. COMPENSATION OPTION AGREEMENT This OPTION AGREEMENT (this "Agreement") is made as of January 1, 1995, by and between Checkpoint Systems, Inc. ("Checkpoint"), a Pennsylvania corporation and Gerald L. Wolken ("Wolken"), an individual residing in Ft. Meyers, Florida. Checkpoint and MLE Enterprises, Inc. have entered into that certain Consulting Agreement (the "Consulting Agreement") dated January 13, 1995, pursuant to which MLE Enterprises, Inc. will provide consulting services for Checkpoint. As part of the consideration for the services to be provided by MLE Enterprises, Inc. under the Consulting Agreement, Checkpoint has agreed to grant the options provided by this Agreement to Gerry Wolken. NOW, THEREFORE, in consideration of the mutual covenants contained herein, intending to be legally bound, the parties hereto agree as follows: 1. Grant of Option: Checkpoint hereby grants to Wolken the following Non-Qualified Stock Options (the "Options") to purchase a total of 20,000 shares (the "Option Shares") of Checkpoint's Common Stock, par value $.10 per share ("Common Stock") at the purchase price of $19.625 (the "Option Price") per share (being 100% of the fair market value per share of Common Stock on the date hereof as determined by Checkpoint). (a) Option Grant Number 1 ("Grant 1") to purchase 10,000 shares of Checkpoint's Common Stock, par value $.10 per share at the purchase price of $19.625 per share. (b) Option Grant Number 2 (Grant 2) to purchase 10,000 shares of Checkpoint's Common Stock, par value $.10 per share at the purchase price of $19.625 per share. All shares of Common Stock authorized to be issued on the exercise of the Options granted hereunder shall be either authorized but unissued shares or shares held by Checkpoint in its Treasury. 2. Time of Exercise of Option. The vested and exercisable portion of Grants 1 and 2 as determined in accordance with Section 3, are exercisable for a period of five (5) years beginning on the date Grants 1 and 2 first become exercisable. Grant 1 shall become exercisable beginning on June 30, 1995 and Grant 2 shall become exercisable beginning on June 30, 1996, provided however, that in the case of each Grant, and as a precondition of exercise, the business plan referred to in the Consulting Agreement shall have been attained or exceeded for each respective year. In the event the appropriate business plan is attained, as set forth in the preceding sentence, thereafter the respective Grant shall be freely exercisable during the remaining term of the respective Grant shall be freely exercisable during the remaining term of the Option. In the event the conditions applicable to Grants 1 and 2 are not attained within the respective time periods, Grants 1 and 2 terminate. Notwithstanding anything contained in this Agreement to the contrary the Options granted herein shall expire on the earlier of 45 days after the date upon which services to the Company by MLE Enterprises, Inc. terminate or the dates calculated in accordance with the first sentence in this Section 2. 3. Vesting. The Options shall be vested on the date hereof, and exercisable as provided in Section 2. 4. Terms of Payment. Full payment of the Option Price for any Option Shares with respect to which this Option is exercised shall be made in cash or by personal or certified check, bank draft or postal or express money order, on the date notice of exercise of the Option is given by Wolken to Checkpoint. 5. Partial Exercise. The vested portion of this Option may be exercised in whole or in part, subject to the provisions of this Agreement. Fractional shares will not be issued. 6. Stock Certificates. Upon the exercise of the Option, appropriate stock certificates shall be issued to Wolken. The issuance of such stock certificates shall vest in the holder all rights as a shareholder with respect to the Option Shares evidenced thereby. Any stock certificate issued hereunder may contain such securities law or other legends as Checkpoint deems appropriate. 7. Transferability. The Option shall be exercisable only by Wolken or his permitted assigns heirs, executors or administrators, as the case may be, and the Option is not assignable or transferable otherwise than upon the prior written consent of Checkpoint. 8. Adjustments to Number of Shares. In the event of any change in the shares of Common Stock by reason of any stock dividend, recapitalization, reorganization merger, consolidation, split-up, combination, or exchange of such shares at a price substantially below fair market value, or rights offering to purchase such shares, or of any similar change affecting such shares of Common Stock, the number and kind of Option Shares subject to this Option and the Option Price shall be appropriately adjusted to prevent substantial dilution or enlargement of the rights granted to Wolken hereunder. 9. No Rights As a Stockholder. Wolken shall have no rights as a stockholder with respect to the Option Shares until the date as of which a stock certificate is issued pursuant to exercise of the Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, other property) or distributions or rights for which the record date is prior to the date such stock certificate is issued. Any stock dividends shall result in adjustment of the number of shares pursuant to Section 8. 10. Tax and Securities Laws Matter. Wolken acknowledges and agrees that the Option has not been, and the Option Shares will not be upon issuance, registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold without registration under the Securities Act of 1933, as amended, and compliance with state securities laws, unless an exemption therefrom is applicable. Wolken represents that he is acquiring the Option and will acquire the Option Shares for investment purposes only and has no present intention of disposing of the Option or, upon issuance, the Option shares. 11. Notices. All notices hereunder shall be sent by registered or certified mail, return receipt requested, or by overnight courier guaranteeing next day delivery to the following addresses: (i) if to Checkpoint, addressed to: Checkpoint Systems, Inc. Attention: General Counsel 101 Wolf Drive Thorofare, New Jersey 08086 (ii) if to Wolken, addressed to: Mr. Gerald L. Wolken c/o MLE Enterprises, Inc. 11595 Kelly Street, Suite 318 Ft Meyers, Florida 33908 12. Binding Effect. This Option Agreement shall be binding upon, and inure to the benefit of, Checkpoint and its successors and Wolken and his permitted assigns, heirs, executors and administrators. 13. Integration and Governing Law. This Agreement comprises the entire understanding between the parties hereto as to the subject matter covered hereby and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of law provisions thereof. IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the date and year first above written. Gerald L. Wolken Checkpoint Systems, Inc. /s/ Gerald L. Wolken By: /s/ Kevin P. Dowd - -------------------- --------------------------------- (Signature) Kevin P. Dowd ------------------------------------- (Printed Name) President and Chief Executive Officer ------------------------------------- (Title) EX-4.2 3 COMPENSATION OPTION AGREEMENT Checkpoint Systems, Inc. COMPENSATION OPTION AGREEMENT This OPTION AGREEMENT (this "Agreement") is made as of October 8, 1996, by and between Checkpoint Systems, Inc. ("Checkpoint"), a Pennsylvania corporation and Gerald L. Wolken ("Wolken"), an individual residing in Ft. Meyers, Florida. Checkpoint and MLE Enterprises, Inc. have entered into that certain Consulting Agreement (the "Consulting Agreement") dated January 13, 1995, and as renewed by letter dated April 17, 1998, pursuant to which MLE Enterprises, Inc. will provide consulting services for Checkpoint. As part of the consideration for the services to be provided by MLE Enterprises, Inc. under the Consulting Agreement, Checkpoint has agreed to grant the options provided by this Agreement to Gerry Wolken. NOW, THEREFORE, in consideration of the mutual covenants contained herein, intending to be legally bound, the parties hereto agree as follows: 1. Grant of Option: Checkpoint hereby grants to Wolken Non-Qualified Stock Options (the "Options") to purchase a total 10,000 shares (the "Option Shares") of Checkpoint's Common Stock, par value $.10 per share ("Common Stock") at the purchase price of $26.50 (the "Option Price") per share (being 100% of the fair market value per share of Common Stock on the date hereof as determined by Checkpoint). All shares of Common Stock authorized to be issued on the exercise of the Options granted hereunder shall be either authorized but unissued shares or shares held by Checkpoint in its Treasury. 2. Time of Exercise of Option. The vested and exercisable portion of Options granted in accordance with Section 3, are exercisable for a period of five (5) years beginning on the date the Options first become exercisable. Options shall become exercisable beginning on April 8, 1996, provided however, that as a precondition of exercise, the business plan referred to in the Consulting Agreement shall have been attained or exceeded for each respective year. In the event the appropriate business plan is attained, as set forth in the preceding sentence, thereafter the Options shall be freely exercisable during the remaining term of the Option. In the event the conditions applicable are not attained Options shall terminate. Notwithstanding anything contained in this Agreement to the contrary the Options granted herein shall expire on the earlier of 45 days after the date upon which services to the Company by MLE Enterprises, Inc. terminate. 3. Vesting. The Options shall be vested on the date hereof, and exercisable as provided in Section 2. 4. Terms of Payment. Full payment of the Option Price for any Option Shares with respect to which this Option is exercised shall be made in cash or by personal or certified check, bank draft or postal or express money order, on the date notice of exercise of the Option is given by Wolken to Checkpoint. 5. Partial Exercise. The vested portion of this Option may be exercised in whole or in part, subject to the provisions of this Agreement. Fractional shares will not be issued. 6. Stock Certificates. Upon the exercise of the Option, appropriate stock certificates shall be issued to Wolken. The issuance of such stock certificates shall vest in the holder all rights as a shareholder with respect to the Option Shares evidenced thereby. Any stock certificate issued hereunder may contain such securities law or other legends as Checkpoint deems appropriate. 7. Transferability. The Option shall be exercisable only by Wolken or his permitted assigns heirs, executors or administrators, as the case may be, and the Option is not assignable or transferable otherwise than upon the prior written consent of Checkpoint. 8. Adjustments to Number of Shares. In the event of any change in the shares of Common Stock by reason of any stock dividend, recapitalization, reorganization merger, consolidation, split-up, combination, or exchange of such shares at a price substantially below fair market value, or rights offering to purchase such shares, or of any similar change affecting such shares of Common Stock, the number and kind of Option Shares subject to this Option and the Option Price shall be appropriately adjusted to prevent substantial dilution or enlargement of the rights granted to Wolken hereunder. 9. No Rights As a Stockholder. Wolken shall have no rights as a stockholder with respect to the Option Shares until the date as of which a stock certificate is issued pursuant to exercise of the Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, other property) or distributions or rights for which the record date is prior to the date such stock certificate is issued. Any stock dividends shall result in adjustment of the number of shares pursuant to Section 8. 10. Tax and Securities Laws Matter. Wolken acknowledges and agrees that the Option has not been, and the Option Shares will not be upon issuance, registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold without registration under the Securities Act of 1933, as amended, and compliance with state securities laws, unless an exemption therefrom is applicable. Wolken represents that he is acquiring the Option and will acquire the Option Shares for investment purposes only and has no present intention of disposing of the Option or, upon issuance, the Option shares. 11. Notices. All notices hereunder shall be sent by registered or certified mail, return receipt requested, or by overnight courier guaranteeing next day delivery to the following addresses: (i) if to Checkpoint addressed to: Checkpoint Systems, Inc. Attention: General Counsel 101 Wolf Drive Thorofare, New Jersey 08086 (ii) if to Wolken, addressed to: Mr. Gerald L. Wolken c/o MLE Enterprises, Inc. 11595 Kelly Street, Suite 318 Ft. Meyers, Florida 33908 12. Binding Effect. This Option Agreement shall be binding upon, and inure to the benefit of, Checkpoint and its successors and Wolken and his permitted assigns, heirs, executors and administrators. 13. Integration and Governing Law. This Agreement comprises the entire understanding between the parties hereto as to the subject matter covered hereby and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of law provisions thereof. IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the date and year first above written. Gerald L. Wolken Checkpoint Systems, Inc. /s/ Gerald L. Wolken By /s/ Kevin P. Dowd - -------------------- ---------------------------------- (Signature) Kevin P. Dowd ------------------------------------- (Printed Name) President and Chief Executive Officer ------------------------------------- (Title) EX-4.3 4 COMPENSATION OPTION AGREEMENT CHECKPOINT SYSTEMS, INC. COMPENSATION OPTION AGREEMENT This OPTION AGREEMENT (this "Agreement") is made as of April 28, 1998, by and between Checkpoint Systems, Inc. ("Checkpoint"), a Pennsylvania corporation and Lewis C. Shealy, Jr. ("Shealy"), an individual residing at 7044 Pebble Beach Lane, Seminole, Florida 34647. Checkpoint and Shealy have entered into that certain Consulting Agreement (the "Consulting Agreement") dated July 7, 1998, pursuant to which Shealy will provide consulting services for Checkpoint. As part of the consideration for the services to be provided by Shealy under the Consulting Agreement, Checkpoint has agreed to grant the options provided by this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, intending to be legally bound, the parties hereto agree as follows: 1. Grant of Option: Checkpoint hereby grants to Shealy Non-Qualified Stock Options (the "Options") to purchase a total 8,000 shares (the "Option Shares") of Checkpoint's Common Stock, par value $.10 per share ("Common Stock") at the purchase price of $17.9063 (the "Option Price") per share (being 100% of the fair market value per share of Common Stock on the date hereof as determined by Checkpoint). All shares of Common Stock authorized to be issued on the exercise of the Options granted hereunder shall be either authorized but unissued shares or shares held by Checkpoint in its Treasury. 2. Time of Exercise of Option. The vested and exercisable portion of Options granted in accordance with Section 3, are exercisable for a period of five (5) years beginning on the date the Options first become exercisable. Options shall become exercisable: (i) 50% or 4,000 shares are exercisable immediately; (ii) 50% or 4,000 shall be exercisable upon the first anniversary of the consulting agreement. Notwithstanding anything contained in this Agreement to the contrary the Options granted herein shall expire on the earlier of 45 days after the date upon which services to the Company by Shealy terminate. 3. Vesting. The Options shall be vested on the date hereof, and exercisable as provided in Section 2. 4. Terms of Payment. Full payment of the Option Price for any Option Shares with respect to which this Option is exercised shall be made in cash or by personal or certified check, bank draft or postal or express money order, on the date notice of exercise of the Option is given by Shealy to Checkpoint. 5. Partial Exercise. The vested portion of this Option may be exercised in whole or in part, subject to the provisions of this Agreement. Fractional shares will not be issued. 6. Stock Certificates. Upon the exercise of the Option, appropriate stock certificates shall be issued to Shealy. The issuance of such stock certificates shall vest in the holder all rights as a shareholder with respect to the Option Shares evidenced thereby. Any stock certificate issued hereunder may contain such securities law or other legends as Checkpoint deems appropriate. 7. Transferability. The Option shall be exercisable only by Shealy or his permitted assigns heirs, executors or administrators, as the case may be, and the Option is not assignable or transferable otherwise than upon the prior written consent of Checkpoint. 8. Adjustments to Number of Shares. In the event of any change in the shares of Common Stock by reason of any stock dividend, recapitalization, reorganization merger, consolidation, split-up, combination, or exchange of such shares at a price substantially below fair market value, or rights offering to purchase such shares, or of any similar change affecting such shares of Common Stock, the number and kind of Option Shares subject to this Option and the Option Price shall be appropriately adjusted to prevent substantial dilution or enlargement of the rights granted to Shealy hereunder. 9. No Rights As a Stockholder. Shealy shall have no rights as a stockholder with respect to the Option Shares until the date as of which a stock certificate is issued pursuant to exercise of the Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, other property) or distributions or rights for which the record date is prior to the date such stock certificate is issued. Any stock dividends shall result in adjustment of the number of shares pursuant to Section 8. 10. Tax and Securities Laws Matter. Shealy acknowledges and agrees that the Option has not been, and the Option Shares will not be upon issuance, registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold without registration under the Securities Act of 1933, as amended, and compliance with state securities laws, unless an exemption therefrom is applicable. Shealy represents that he is acquiring the Option and will acquire the Option Shares for investment purposes only and has no present intention of disposing of the Option or, upon issuance, the Option shares. 11. Notices. All notices hereunder shall be sent by registered or certified mail, return receipt requested, or by overnight courier guaranteeing next day delivery to the following addresses: (i) if to Checkpoint, addressed to: Checkpoint Systems, Inc. Attention: General Counsel 101 Wolf Drive Thorofare, New Jersey 08086 (ii) if to Shealy, addressed to: Mr. Lewis C. Shealy, Jr. 7044 Pebble Beach Lane Seminole, FL 34647 12. Binding Effect. This Option Agreement shall be binding upon, and inure to the benefit of, Checkpoint and its successors and Shealy and his permitted assigns, heirs, executors and administrators. 13. Integration and Governing Law. This Agreement comprises the entire understanding between the parties hereto as to the subject matter covered hereby and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of law provisions thereof. IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the date and year first above written. Lewis C. Shealy, Jr. Checkpoint Systems, Inc. /s/ Lewis C. Shealy, Jr. BY: /s/ Kevin P. Dowd - ------------------------ --------------------------------- (Signature) Kevin P. Dowd ------------------------------------- (Printed Name) President and Chief Executive Officer ------------------------------------- (Title) EX-4.4 5 COMPENSATION OPTION AGREEMENT CHECKPOINT SYSTEMS, INC. COMPENSATION OPTION AGREEMENT This OPTION AGREEMENT (this "Agreement") is made as of June 11, 1998, by and between Checkpoint Systems, Inc. ("Checkpoint"), a Pennsylvania corporation and Ernest G. Locker, Jr. ("Locker"), an individual residing at 845 Clyde, Downers Grove, Illinois 60516. Checkpoint and Locker have entered into that certain Consulting Agreement (the "Consulting Agreement") dated July 7, 1998, pursuant to which Locker will provide consulting services for Checkpoint. As part of the consideration for the services to be provided by Locker under the Consulting Agreement, Checkpoint has agreed to grant the options provided by this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, intending to be legally bound, the parties hereto agree as follows: 1. Grant of Option: Checkpoint hereby grants to Locker Non-Qualified Stock Options (the "Options") to purchase a total 7,500 shares (the "Option Shares") of Checkpoint's Common Stock, par value $.10 per share ("Common Stock") at the purchase price of $15.1563 (the "Option Price") per share (being 100% of the fair market value per share of Common Stock on the date hereof as determined by Checkpoint). All shares of Common Stock authorized to be issued on the exercise of the Options granted hereunder shall be either authorized but unissued shares or shares held by Checkpoint in its Treasury. 2. Time of Exercise of Option. The vested and exercisable portion of Options granted in accordance with Section 3, are exercisable for a period of five (5) years beginning on the date the Options first become exercisable. Options shall become exercisable: (i) fifty percent (50%) or 3,750 shares are exercisable immediately; (ii) fifty percent (50%) or 3,750 shall be exercisable upon the first anniversary of the consulting agreement. Notwithstanding anything contained in this Agreement to the contrary the Options granted herein shall expire on the earlier of ninety (90) days after the date upon which services to the Company by Locker terminate. 3. Vesting. The Options shall be vested on the date hereof, and exercisable as provided in Section 2. 4. Terms of Payment. Full payment of the Option Price for any Option Shares with respect to which this Option is exercised shall be made in cash or by personal or certified check, bank draft or postal or express money order, on the date notice of exercise of the Option is given by Locker to Checkpoint. 5. Partial Exercise. The vested portion of this Option may be exercised in whole or in part, subject to the provisions of this Agreement. Fractional shares will not be issued. 6. Stock Certificates. Upon the exercise of the Option, appropriate stock certificates shall be issued to Locker. The issuance of such stock certificates shall vest in the holder all rights as a shareholder with respect to the Option Shares evidenced thereby. Any stock certificate issued hereunder may contain such securities law or other legends as Checkpoint deems appropriate. 7. Transferability. The Option shall be exercisable only by Locker or his permitted assigns heirs, executors or administrators, as the case may be, and the Option is not assignable or transferable otherwise than upon the prior written consent of Checkpoint. 8. Adjustments to Number of Shares. In the event of any change in the shares of Common Stock by reason of any stock dividend, recapitalization, reorganization merger, consolidation, split-up, combination, or exchange of such shares at a price substantially below fair market value, or rights offering to purchase such shares, or of any similar change affecting such shares of Common Stock, the number and kind of Option Shares subject to this Option and the Option Price shall be appropriately adjusted to prevent substantial dilution or enlargement of the rights granted to Locker hereunder. 9. No Rights As a Stockholder. Locker shall have no rights as a stockholder with respect to the Option Shares until the date as of which a stock certificate is issued pursuant to exercise of the Option. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, other property) or distributions or rights for which the record date is prior to the date such stock certificate is issued. Any stock dividends shall result in adjustment of the number of shares pursuant to Section 8. 10. Tax and Securities Laws Matter. Locker acknowledges and agrees that the Option has not been, and the Option Shares will not be upon issuance, registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold without registration under the Securities Act of 1933, as amended, and compliance with state securities laws, unless an exemption therefrom is applicable. Locker represents that he is acquiring the Option and will acquire the Option Shares for investment purposes only and has no present intention of disposing of the Option or, upon issuance, the Option shares. 11. Notices. All notices hereunder shall be sent by registered or certified mail, return receipt requested, or by overnight courier guaranteeing next day delivery to the following addresses: (i) if to Checkpoint, addressed to: Checkpoint Systems, Inc. Attention: General Counsel 101 Wolf Drive Thorofare, New Jersey 08086 (ii) if to Locker, addressed to: Mr. Ernest G. Locker, Jr. 845 Clyde Downers Grove, Illinois 60516 12. Binding Effect. This Option Agreement shall be binding upon, and inure to the benefit of, Checkpoint and its successors and Locker and his permitted assigns, heirs, executors and administrators. 13. Integration and Governing Law. This Agreement comprises the entire understanding between the parties hereto as to the subject matter covered hereby and shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of law provisions thereof. IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the date and year first above written. Ernest G. Locker, Jr. Checkpoint Systems, Inc. /s/ Ernest G. Locker, Jr. By: /s/ Kevin P. Dowd - ------------------------- --------------------------------- (Signature) Kevin P. Dowd ------------------------------------- (Printed Name) President and Chief Executive Officer ------------------------------------- (Title) EX-5.1 6 OPINION January 7, 1999 Checkpoint Systems, Inc. 101 Wolf Drive Thorofare, NJ 08086 Attention: Kevin P. Dowd Chief Executive Officer and President Re: Registration Statement on Form S-8 Dear Mr. Dowd: We have acted as counsel to and for Checkpoint Systems, Inc., a Pennsylvania corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement"), for the purpose of registering the issuance of 65,500 shares (the "Shares") of the Company's common stock, $.10 par value per share (the "Common Stock"), under the Securities Act of 1933, as amended. The Shares are issuable upon the exercise of certain options (the "Options") granted to certain consultants of the Company pursuant to the following agreements: (i) Compensation Option Agreement by and between the Company and Gerald L. Wolken, dated as of January 1, 1995, (ii) Compensation Option Agreement by and between the Company and Gerald L. Wolken, dated as of October 8, 1996, (iii) Compensation Option Agreement by and between the Company and Lewis C. Shealy, Jr., dated as of April 28, 1998, and (iv) Compensation Option Agreement by and between the Company and Ernest G. Locker, Jr., dated as of June 11, 1998 (collectively, the "Option Agreements"). In our capacity as counsel, we have been requested to render the opinions set forth in this letter and, in connection therewith, we have reviewed the following documents: (i) the Registration Statement, (ii) the Option Agreements, (iii) Articles of Incorporation of the Company, certified as true and correct by the Secretary of the Company, (iv) Bylaws of the Company, certified as true and correct by the Secretary of the Company, and (v) certain minutes of meetings or unanimous consents of the Board of Directors of the Company. In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization and execution of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, (iii) the conformity to the originals of all documents submitted to us as certified or photostatic copies, and (iv) the sufficient legal capacity of each optionee to enter into their respective Option Agreements and exercise their rights and obligations thereunder. The law covered by the opinion expressed herein is limited to (a) the Federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States of America and (b) the Pennsylvania Business Corporation Law of 1988, as amended. This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. Based upon and subject to the foregoing, we are of the opinion that the Shares covered by the Options when issued upon proper exercise of the Options and payment of the exercise price, all in accordance with the terms of the Option Agreements, will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to any reference to our firm in the Registration Statement as legal counsel who have passed upon the legality of the securities offered thereby. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP By: /s/ David E. Beavers --------------------------------- David E. Beavers, A Partner EX-23.2 7 CONSENT We consent to the incorporation by reference in this registration statement of Checkpoint Systems, Inc. (the "Company") on Form S-8 (No. 333- ) of our report, dated February 13, 1998, on our audit of the consolidated financial statements and financial statement schedules of the Company as of December 28, 1997 and December 29, 1996, and for each of the three years in the periods ended December 27, 1997, December 29, 1996 and December 31, 1995, which report is included in the Company's Annual Report on Form 10-K for the year ended December 28, 1997. /s/ PricewaterhouseCoopers LLP - --------------------------------- Philadelphia, Pennsylvania January 7, 1999 -----END PRIVACY-ENHANCED MESSAGE-----