UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant to~~TO ~~Section~~ SECTION 13 OR 15(d) OF THE

ofSECURITIES ~~the~~EXCHANGE ~~Securities~~ACT ~~Exchange~~OF ~~Act of~~ 1934

Date of Report (Date of earliest event reported): May 11 13, 2016

CHECKPOINT SYSTEMS, INC.

(Exact name of Registrant as specified in its Articles ~~charter)~~of Incorporation)

001-11257

	Pennsylvania		001-11257		22-1895850
	(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Commission

			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)

~~File Number)~~ N/A

Pennsylvania		22-1895850
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

(Former name or address, if changed since last report)

101 Wolf Drive, PO Box 188 Thorofare, New Jersey		08086
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (856) 848-1800

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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨INTRODUCTORY ~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~NOTE

¨On ~~Pre-commencement~~May ~~communications~~13, ~~pursuant~~2016, toCheckpoint ~~Rule~~Systems, Inc. ~~14d-2~~(bthe “Company”) ~~under~~completed ~~the~~its ~~Exchange~~merger ~~Act~~with CCL Industries USA Corp. (17“Merger ~~CFR~~Sub”), ~~240~~a wholly owned indirect subsidiary of CCL Industries Inc.~~14d-2~~ (b“CCL”), whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of March 1, 2016 (the “Merger Agreement”), by and among CCL, Merger Sub and the Company. The events described below took place in connection with the consummation of the Merger.

¨Item ~~Pre-commencement~~2.01. ~~communications~~Completion ~~pursuant~~of toAcquisition ~~Rule~~or ~~13e-4(c)~~Disposition ~~under~~of ~~the Exchange Act (17 CFR 240~~Assets.~~13e-4(c))~~

~~Item~~On ~~5.07.~~May ~~Submission~~13, of2016, ~~Matters~~pursuant to the terms of the Merger Agreement, CCL completed the acquisition of the Company through the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation. As a ~~Vote~~result of ~~Security~~the ~~Holders~~Merger, the Company became a wholly owned indirect subsidiary of CCL.

OnAs ~~May 11,~~previously ~~2016~~disclosed, ~~Checkpoint Systems,~~under ~~Inc. (~~the ~~“Company”)~~Merger Agreement, ~~held~~each ashare ~~special meeting~~ of ~~its~~Company ~~shareholders~~common ~~(the~~stock, ~~“Special~~par ~~Meeting”)~~value to$0.10 ~~consider~~per ~~certain~~share, ~~proposals~~issued ~~related to the Agreement~~ and ~~Plan~~outstanding ofimmediately ~~Merger,~~prior ~~dated~~to ~~as of March 1, 2016 (~~the ~~“Merger~~ ~~Agreement”),~~Merger bywas ~~and~~converted ~~among~~into ~~CCL~~the ~~Industries~~right ~~Inc.~~to ~~(“CCL”),~~receive ~~CCL Industries USA Corp~~$10.,15 aper ~~wholly~~share ~~owned indirect subsidiary~~ of ~~CCL~~Company ~~(“Merger~~common ~~Sub”)~~stock ~~and~~in ~~the Company~~cash, ~~which~~without ~~provides,~~interest ~~among other things~~ and subject to ~~the~~all ~~terms~~applicable ~~and conditions~~withholding ~~set~~taxes ~~forth~~(the ~~therein, that~~ “Merger ~~Sub~~Consideration”). ~~will~~The beaggregate ~~merged~~Merger ~~with~~Consideration ~~and~~consisted ~~into the Company, with the Company as the surviving entity and a wholly owned indirect subsidiary~~ of approximately ~~CCL~~$425.3 ~~(the~~million ~~“Merger”).~~in cash.

AsThe ofdefinitive ~~April 7,~~proxy ~~2016,~~statement ~~the record date for the Special Meeting, there were 41,868,958 shares~~ of the Company~~’s common stock~~ ~~outstanding,~~(the ~~each~~“Proxy ofStatement”) ~~which~~contains ~~was~~additional ~~entitled~~information toabout ~~one~~the ~~vote~~Merger ~~for~~and ~~each proposal at~~ the ~~Special~~other ~~Meeting.~~transactions Atcontemplated by the ~~Special~~Merger ~~Meeting~~Agreement, aincluding ~~total~~information ofconcerning ~~33,676,923 shares of~~ the ~~Company’s~~interests ~~common~~of ~~stock~~directors, ~~representing~~executive ~~approximately~~officers ~~80%~~and affiliates of ~~outstanding~~the ~~shares entitled~~Company ~~to vote, were present~~ in ~~person~~the ~~or by proxy, constituting a quorum to conduct business~~Merger.

AtThe foregoing description of the ~~Special~~Merger ~~Meeting,~~Agreement and the ~~following~~Merger ~~proposals~~is not complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit ~~were~~2.1 ~~considered:~~to the Company’s Current Report on Form 8-K, filed with the SEC on March 2, 2016, which is incorporated by reference herein.

~~(1)~~Item ~~The~~3.01. ~~approval~~Notice of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~and~~to ~~the~~Satisfy ~~transactions~~a ~~contemplated~~Continued ~~thereby,~~Listing ~~including~~Rule ~~the~~or ~~Merger~~Standard; Transfer of Listing.

On May 13, 2016, in connection with the Merger, the Company notified the New York Stock Exchange (2“NYSE”) ~~The~~that ~~approval~~the Merger had been completed, byand requested that trading of Company common stock on the NYSE be suspended. In addition, the Company requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a ~~non-binding~~Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, ~~advisory~~as ~~vote~~amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the ~~merger-related~~Company’s ~~compensation~~common stock from the NYSE. The NYSE complied with the Company’s request on May 16, 2016. The shares of the Company’s ~~named~~common ~~executive~~stock ~~officers;~~were ~~and~~suspended from trading on the NYSE as of the close of trading on May 13, 2016.

~~(3)~~ The ~~approval~~Company ofintends ~~the~~to ~~adjournment~~file ofa certification on Form 15 with the ~~Special~~SEC ~~Meeting~~requesting tothat ~~another~~the ~~date~~Company’s ~~and~~common ~~place,~~stock ifbe ~~necessary~~deregistered orunder ~~appropriate~~Section in12(g) of the ~~view~~Exchange ofAct and that the Company’s ~~Board~~reporting ofobligations ~~Directors,~~under toSections ~~solicit~~13 ~~additional~~and ~~proxies~~15(d) ifof ~~there were not sufficient votes at~~ the ~~time~~Exchange ofAct ~~the~~be ~~Special~~suspended. ~~Meeting~~The toinformation set ~~approve~~forth ~~the~~in ~~Merger~~Item ~~Agreement~~2.01 ~~and~~is ~~the~~incorporated ~~transactions~~by ~~contemplated~~reference ~~thereby,~~into ~~including~~this ~~the~~Item ~~Merger~~3.01.

The final voting results for each proposal are described below. For more information on each of these proposals, see the Definitive Proxy Statement on Schedule 14A for the Special Meeting, filed by the Company with the Securities and Exchange Commission on April 8, 2016. 2

1Item 3.03. ~~Proposal~~Material Modification to ~~approve~~Rights ~~the~~of ~~Merger~~Security ~~Agreement and transactions contemplated thereby, including the Merger:~~Holders.

For		Against		Abstain		Broker-Non-Votes
30,361,533		3,004,267		311,123		0

In connection with the Merger, on May 13, 2016, each share of Company common stock was cancelled and automatically converted into the right to receive the Merger Consideration.

2.The ~~Proposal~~information toset ~~approve,~~forth byin aItems ~~non-binding,~~2.01 ~~advisory~~and 3.01 ~~vote,~~is ~~the~~incorporated ~~merger-related~~by ~~compensation~~reference ofinto ~~the~~this ~~Company’s~~Item ~~named executive officers:~~3.03.

For		Against		Abstain		Broker-Non-Votes
13,793,255		19,376,643		507,024		0

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, a change of control of the Company occurred and the Company became a wholly owned indirect subsidiary of CCL. The information set forth in Items 2.01 and 3.01 is incorporated by reference into this Item 5.01.

3Item 5.02. ~~Proposal~~Departure ~~to approve the adjournment~~ of ~~the~~Directors ~~Special Meeting to another date and place, if necessary~~ or ~~appropriate~~Certain inOfficers; ~~the~~Election ~~view~~ of ~~the~~Directors; ~~Company’s~~Appointment ~~Board~~ of ~~Directors,~~Certain toOfficers; ~~solicit~~Compensatory ~~additional~~Arrangement ~~proxies if there were not sufficient votes at the time~~ of ~~the~~Certain ~~Special Meeting to approve the Merger Agreement and the transactions contemplated thereby, including the Merger:~~Officers.

For		Against		Abstain		Broker-Non-Votes
28,115,240		5,258,069		303,613		0

At the Effective Time, each member of the Company’s board of directors ceased to be directors of the Company. The members of the Company’s board of directors immediately prior to the Merger were William S. Antle, III, George Babich, Jr., Stephen N. David, Harald Einsmann, Ph.D., Julie S. England, Marc T. Giles, Daniel. R. Maurer and Jack W. Partridge.

~~Although~~In ~~Proposal~~accordance 3with ~~was~~the ~~approved~~terms of the Merger Agreement, as ~~adjournment~~of the Effective Time, the directors and officers of Merger Sub became, and will remain, the ~~Special~~directors ~~Meeting~~and ~~was~~officers ~~not~~of ~~necessary~~the Company until their successors have been duly elected or ~~appropriate~~appointed ~~because~~and qualified or until their earlier death, resignation or removal in accordance with the ~~Company’s~~articles ~~shareholders~~of ~~approved~~incorporation and bylaws of the ~~Merger~~Company. ~~Agreement~~The principal executive officer is Geoff Martin and the principal ~~Merger~~financial officer is Sean Washchuk. The directors are: Geoff Martin, Mark McClendon, and Sean Washchuk.

3Mr. Martin joined CCL as President of CCL Label in April 2001. In May 2005 he assumed the role of President and COO of CCL Industries and President and Chief Executive Officer in May 2008. Prior to joining CCL, he was the Senior Group Vice President, Worldwide Converting Graphic and Specialty Tapes with Avery Dennison.

~~SIGNATURE~~Mr. Washchuk joined CCL in 2011 as Senior Vice President and Chief Financial Officer of CCL Industries Inc. Throughout his career, Mr. Washchuk has served in a variety of financial roles with increasing responsibility, including 11 years at Vitran Corporation Inc. as Vice President, Finance and Chief Financial Officer and Corporate Controller. Prior to Vitran, Mr. Washchuk was Controller for Nexcycle Plastics and acquired auditing experience at PricewaterhouseCoopers LLP.

~~Pursuant~~Item to5.03. ~~the~~Amendments ~~requirements~~to ofArticles ~~the Securities and Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~registrant~~Bylaws; ~~has~~Change ~~duly~~in ~~caused~~Fiscal ~~this report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

		CHECKPOINT SYSTEMS, INC.
Date: May 11, 2016
		/s/ Bryan T. R. Rowland
		Bryan T. R. Rowland
		Vice President, General Counsel and Corporate Secretary

Pursuant to the Merger Agreement, upon consummation of the Merger on May 13, 2016, the articles of incorporation and the bylaws of the Company, as amended, were each amended and restated in their entirety to read identically to the articles of incorporation and the bylaws of Merger Sub.

4 3

The Amended and Restated Articles of Incorporation of the Company is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. The Amended and Restated Bylaws of the Company is filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.

Description

3.1

3.2

Amended and Restated Articles of Incorporation of the Company

Amended and Restated Bylaws of the Company

SIGNATURE

Pursuant to the requirements of the Securities and 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: May 13, 2016

	/s/ Mark McClendon
	Mark McClendon
	Vice President

EXHIBIT INDEX

Exhibit

Description

3.1

3.2

Amended and Restated Articles of Incorporation of the Company

Amended and Restated Bylaws of the Company

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