Post-effective Amendment to Registration Statement (pos Am)
13 Mai 2016 - 6:34PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 13, 2016
Registration No. 333-04425
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
_________________________
CHECKPOINT SYSTEMS, INC.
(Exact name of registrant
as specified in its charter)
_________________________
Pennsylvania
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22-1895850
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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101 Wolf Drive, P.O. Box 188
Thorofare, New Jersey 08086
(856) 848-1800
(Address, including zip code, and telephone
number,
including area code, of registrant’s
principal executive offices)
_________________________
Approximate date of commencement of proposed sale to the
public:
Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box.
[_]
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box:
[_]
If this
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
[_]
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
[_]
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
[X]
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
[_]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
þ
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company
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_______________
DEREGISTRATION
OF SECURITIES
On May 23, 1996, Checkpoint
Systems, Inc. (the “
Company
”) filed a Registration Statement on Form S-3 (Registration No. 333-04425) (the “
Registration
Statement
”) with the Securities and Exchange Commission (the “
SEC
”), which Registration Statement
was deemed effective upon filing. The Registration Statement registered shares of the Company’s common stock, $0.10 par value
(the “
Shares
”), for sale by the Company.
On May 13, 2016, pursuant
to the Agreement and Plan of Merger, dated March 1, 2016, among the Company, CCL Industries Inc., a corporation organized under
the laws of Canada (“
CCL
”), and CCL Industries USA Corp., a Pennsylvania corporation and an indirect wholly
owned subsidiary of CCL (“
Merger Sub
”), the Company will be merged with and into Merger Sub, with the Company
being the surviving entity (the “
Merger
”).
In connection with the
Merger, the Company is terminating all of its offerings of securities pursuant to its existing registration statements, including
the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement, the Company hereby
removes from registration all Shares that remain unsold as of the date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment to Registration Statement on Form S-3 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Thorofare, New Jersey, on this 13th day of May, 2016.
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Checkpoint Systems, Inc.
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By:
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/s/ Mark A. McClendon
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Mark A. McClendon, Vice President
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