As filed with the Securities and Exchange Commission
on November 8, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
CPI CARD GROUP INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
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26-0344657 |
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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CPI Card Group Inc.
10368 W. Centennial Road |
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| Littleton, CO |
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80127 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
CPI Card Group Inc. Omnibus Incentive Plan
(as amended and restated effective January 30,
2024)
(Full title of the plan)
Darren Dragovich
Chief Legal and Compliance Officer
CPI Card Group Inc.
10368 W. Centennial Road
Littleton, CO 80127
(720) 681-6304
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
g
| Large accelerated filer |
¨ |
Accelerated filer |
x |
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| Non-accelerated filer |
¨ |
Smaller reporting company |
x |
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Emerging growth company |
¨ |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration
Statement on Form S-8 (this “Registration Statement”) is being filed by CPI Card Group Inc., a Delaware corporation (the “Registrant”),
relating to 1,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”), issuable under the CPI Card
Group Inc. Omnibus Incentive Plan (as amended and restated effective January 30, 2024) (the “Plan”). The Registrant filed
with the Securities and Exchange Commission (the “Commission”) on August 12, 2021, March 13, 2018 and October 9, 2015 Registration
Statements on Form S-8 (Registration No. 333-258745, Registration No. 333-223613 and Registration No. 333-207350, respectively)
relating to shares of Common Stock issuable under the Plan (collectively, the “Prior Registration Statements”). This Registration
Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance
with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8,
the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except
as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the
Registrant with the Commission are incorporated by reference into this Registration Statement:
| (5) | The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 25, 2024, March 15, 2024, May 24, 2024, June 24, 2024, June 27, 2024, July 11, 2024, and October 2, 2024; and |
All documents
subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated
above, being hereinafter referred to as “Incorporated Documents”).
Any statement
contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Notwithstanding the foregoing, unless specifically
stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any current report on Form 8-K,
including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated
by reference into, or otherwise included in, this Registration Statement.
Item 8. Exhibits.
*Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of 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 Littleton, State of Colorado, on November 8, 2024.
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CPI CARD GROUP INC. |
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By |
/s/ Jeffrey Hochstadt |
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Name |
Jeffrey Hochstadt |
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Title |
Chief Financial Officer |
KNOW ALL
MEN BY THESE PRESENTS, that that each of the undersigned hereby constitutes and appoints, jointly and severally, John Lowe and Jeffrey
Hochstadt, or any of them (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him or her and on his or her behalf to sign, execute and file all amendments
(including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto
and any documents required to be filed with respect therewith, with the Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might
or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his,
her or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ John Lowe |
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President and Chief Executive Officer and Director |
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November 8, 2024 |
| John Lowe |
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(Principal Executive Officer) |
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| /s/ Jeffrey Hochstadt |
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Chief Financial Officer |
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November 8, 2024 |
| Jeffrey Hochstadt |
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(Principal Financial Officer) |
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| /s/ Donna Abbey Carmignani |
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Chief Accounting Officer |
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November 8, 2024 |
| Donna Abbey Carmignani |
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(Principal Accounting Officer) |
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| /s/ H. Sanford Riley |
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Chairman of the Board of Directors |
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November 8, 2024 |
| H. Sanford Riley |
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| /s/ Thomas Furey |
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Director |
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November 8, 2024 |
| Thomas Furey |
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| /s/ Ravi Mallela |
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Director |
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November 8, 2024 |
| Ravi Mallela |
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| /s Lisa Oleson |
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Director |
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November 8, 2024 |
| Lisa Olesen |
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| /s/ Nicholas Peters |
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Director |
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November 8, 2024 |
| Nicholas Peters |
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| /s/ Marc Sheinbaum |
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Director |
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November 8, 2024 |
| Marc Sheinbaum |
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| /s/ Valerie Soranno Keating |
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Director |
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November 8, 2024 |
| Valerie Soranno Keating |
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Exhibit 5.1
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Sidley
Austin LLP
One South Dearborn Street
Chicago, IL 60603
+1 312 853 7000
+1 312 853 7036 Fax
AMERICA
• ASIA PACIFIC •
EUROPE |
|
November 8, 2024
CPI Card Group Inc.
10368 W. Centennial Road
Littleton, CO 80127
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Re: |
1,000,000 shares of Common
Stock, $0.001 par value per share (“Common Stock”) |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8
(the “Registration Statement”) being filed by CPI Card Group Inc., a Delaware corporation (the “Company”),
with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating
to the registration of 1,000,000 shares of Common Stock of the Company (the “Registered Shares”) which may be issued
under the CPI Card Group Inc. Omnibus Incentive Plan, as amended and restated (the “Plan”).
This opinion letter is being delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the
Company’s Fourth Amended and Restated Certificate of Incorporation, as amended, the Third Amended and Restated Bylaws, the Plan,
the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plan and the resolutions
adopted by the holders of a majority of the total issued and outstanding shares of voting stock of the Company relating to the Plan.
We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and
statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered
relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof
submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation
or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations
of public officials and officers and other representatives of the Company.
Sidley
Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
CPI
Card Group Inc.
November 8, 2024
Page 2
Based on the foregoing, we are of the opinion
that each Registered Share that is newly issued pursuant to the Plan will be validly issued, fully paid and non-assessable when: (i) the
Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall
have been duly issued and delivered in accordance with the Plan; and (iii) a certificate representing such Registered Share shall
have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed
consideration therefor (in an amount not less than the par value thereof) or, if any such Registered Share is to be issued in uncertificated
form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of
the agreed consideration therefor (in an amount not less than the par value thereof), all in accordance with the Plan.
This opinion letter is limited to the General
Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction,
including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
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Very
truly yours, |
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/s/ Sidley Austin LLP |
Exhibit 23.2
Consent of Independent
Registered Public Accounting Firm
We consent to the use of our report dated March 7, 2024,
with respect to the consolidated financial statements of CPI Card Group Inc. and subsidiaries, and the effectiveness of internal control
over financial reporting, incorporated herein by reference.
Denver, Colorado
November 8, 2024
EXHIBIT 107
Calculation of Filing Fee Table
FORM
S-8
(Form Type)
CPI CARD GROUP INC.
(Exact Name of Registrant
as Specified in its Charter)
Newly Registered Securities
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Security Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered |
Proposed
Maximum
Offering
Price
Per Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| 1 |
Equity |
Common stock, $0.001 par value |
Rule 457(c) and Rule 457(h) |
1,000,000 |
$22.32 |
$22,320,000.00 |
0.00015310 |
$3,417.19 |
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Total Offering Amounts: |
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$22,320,000.00 |
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$3,417.19 |
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Total Fee Offsets: |
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- |
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Net Fee Due: |
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$3,417.19 |
Offering Notes:
| (1) | CPI Card Group Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement to register 1,000,000
shares of common stock, par value $0.001 per share (the “Common Stock”), for issuance under the CPI Card Group Inc. Omnibus
Incentive Plan (as amended and restated effective January 30, 2024) (the Plan”). Pursuant to Rule 416(a) under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number
of shares of Common Stock, which may become issuable pursuant to the provisions of the Plan relating to adjustments for changes resulting
from a stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of Common Stock. |
| (2) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, based
on the average of the high and low sales prices of the Common Stock reported on the Nasdaq Stock Market on November 4, 2024. |
CPI Card (NASDAQ:PMTS)
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から 10 2024 まで 11 2024
CPI Card (NASDAQ:PMTS)
過去 株価チャート
から 11 2023 まで 11 2024
