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CKP > SEC Filings for CKP > Form 8-K on 2-May-2013All Recent SEC Filings

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Form 8-K for CHECKPOINT SYSTEMS INC


2-May-2013

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fina


Item 1.01 Entry into a Material Definitive Agreement

On April 28, 2013, Checkpoint Systems, Inc., a Pennsylvania corporation (the "Company") completed the previously announced sale of all continuing business operations and assets associated with its U.S. and Canadian CheckView® business to an affiliate of Platinum Equity, a California-based private equity firm.

A detailed summary of the related Asset Purchase Agreement, dated as of March 19, 2013, by and among the Company, Checkpoint Systems Canada, ULC, an Alberta corporation, Checkview Intermediate Holding II Corporation, a Delaware corporation, and Checkview ULC, a Nova Scotia company ("Asset Purchase Agreement"), is included in Item 1.01 of the registrant's Current Report on Form 8-K filed March 25, 2013. Such summary does not purport to describe all the terms of the Asset Purchase Agreement and is qualified by reference to the complete text of the Asset Purchase Agreement, which is being filed as Exhibit 2.01 to this Current Report on Form 8-K.

On April 28, 2013, the parties thereto further amended the Asset Purchase Agreement ("Amendment"), a copy of which is being filed as Exhibit 2.02 to this Current Report on Form 8-K. The Amendment served as a revision and update in the ordinary course of certain schedules and closing conditions between the parties, but did not alter any of the financial terms of the transaction. The foregoing summary does not purport to describe all the terms of the Amendment and is qualified by reference to the complete text of the Amendment, which is being filed as Exhibit 2.02 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 7.01. Regulation FD Disclosure.

On May 2, 2013, the Company issued a press release announcing the closing of the sale of its U.S. and Canadian CheckView® business to an affiliate of Platinum Equity, a California-based private equity firm, as described in Item 2.01 of this Current Report on Form 8-K. A copy of the press release issued on May 2, 2013 is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference. This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description

2.01        Asset Purchase Agreement by and between Checkpoint
            Systems, Inc., and its affiliate Checkpoint Systems
            Canada, ULC (collectively, the "Sellers") and CheckView
            Intermediate Holding II Corporation, a Delaware
            corporation, and a Nova Scotia corporation
            (collectively, the "Buyer"), dated March 19, 2013
2.02        Amendment to Asset Purchase Agreement by and between
            Checkpoint Systems, Inc., and its affiliate Checkpoint
            Systems Canada, ULC (collectively, the "Sellers") and
            CheckView Intermediate Holding II Corporation, a
            Delaware corporation, and a Nova Scotia corporation
            (collectively, the "Buyer"), dated April 28, 2013
99.1          Press Release dated May 2, 2013 issued by Checkpoint
            Systems, Inc.

* All schedules and exhibits have been omitted in accordance with Item 601(b) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any schedules to the SEC upon its request.

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