(Date
of Event which Requires Filing of this Schedule)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following: ¨
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or
otherwise subject to the liabilities of that section of the Exchange Act but
shall be subject to all other provisions of the Exchange Act (however, see the
Notes).
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7 SOLE
VOTING POWER
1,767,001
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
1,767,001
10 SHARED
DISPOSITIVE POWER
0
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,767,001
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14
TYPE
OF REPORTING PERSON*
IN
-2-
Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the common stock (“Common Stock”) of
Chesapeake Corporation (the “Company”), and is being filed pursuant to Rule
13d-1 under the Exchange Act. The principal executive offices of the
Company are located at 1021 E. Cary Street, Richmond, Virginia23219.
Item
2. Identity and Background.
This
statement is filed on behalf of Robert Papiri. The address of the
principal business and principal office of Robert Papiri is P.O. Box 433,
Cupertino, California95015.
During
the last five years, Robert Papiri has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
The
source of the cash payment made by Robert Papiri for the shares of Common Stock
was from his personal funds.
Item
4. Purpose of Transaction.
The
acquisition of the shares of the Company’s Common Stock was undertaken by
Robert Papiri for investment purposes.
Robert
Papiri intends to review the performance of his investments and consider or
explore a variety of alternatives, including without limitation the acquisition
of additional securities of the Company or the disposition of securities of the
Company and a possible representation on the Board of Directors of the
Company.
Robert
Papiri is currently exploring the possibility of acting in concert with other
shareholders of the Company and other persons in an effort to reorganize the
Company in the Company’s pending bankruptcy case (case number 08-36642-DOT)
filed in the United States Bankruptcy Court for the Eastern District of
Virginia, Richmond Division. Robert Papiri reserves the right to
act in concert with any other shareholders of the Company, or other persons, for
a common purpose should he determine to do so, and/or to recommend courses of
action to the Company’s management, the Company’s Board of Directors, the
Company’s shareholders and others, or take any other available course of action,
which could involve one or more of the types of transactions or have one or more
of the results described in the next paragraph of this Item
4. Notwithstanding anything to the contrary contained herein, Robert
Papiri specifically reserves the right to change his intention with respect
to any or all of such matters. Any alternatives that
Robert Papiri may pursue will depend upon a variety of factors,
including, without limitation, current and anticipated future trading prices for
the Common Stock, the financial condition, results of operations, and prospects
of the Company, and general economic, financial market, and industry
conditions.
-3-
Other
than as described above, Robert Papiri does not have any plans or proposals
which relate to or would result in: (a) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company’s business or corporate structure; (g)
changes in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above (although Robert Papiri
reserves the right to develop such plans).
Item
5. Interest in Securities of the Issuer.
(a) and
(b). As of April 13, 2009 1,767,001 shares of Common Stock of the Company were
issued to Robert Papiri, which represents approximately 8.6% of the issued and
outstanding shares of Common Stock of the Company as of October 31, 2008, which
is based on the aggregate amount of the issued and outstanding shares of Common
Stock of the Company in the amount of 20,559,115, as reported on its Form 10-Q
for the period ended September 28, 2008 filed on November 12,2008. Mr. Papiri has the ability to vote all of these
shares.
(c) Since
January 5, 2009, the following transactions were effected:
Reporting
Person
Date
of Transaction
Number
of Shares involved
Price
Per Share (Exclusive of Commissions in the Case of Sales)
All
transactions relating to Robert Papiri were effected through Charles
Schwab & Co. and Scott Trade.
-4-
(d) No
other person is known by Robert Papiri to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock beneficially owned by Robert Papiri, the Reporting
Person.
(e). Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
There are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between Robert Papiri, the Reporting Person, and any person, with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities of the Company, finder’s fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
None.
-5-
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth herein is true, complete and
correct.
