Form S-8 - Securities to be offered to employees in employee benefit plans

 

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		26-0344657
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

CPI Card Group Inc. 10368 W. Centennial Road
Littleton, CO		80127
(Address of Principal Executive Offices)		(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

[phone]

(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
Non-accelerated filer	¨	Smaller reporting company	x
		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:

 

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024;

 

(2)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 7, 2024;

 

(3)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on August 5, 2024;

 

(4)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on November 5, 2024;

 

(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

 

(6)

The description of the Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on August 4, 2021 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 8, 2022, and any subsequent amendment or report filed for the purpose of updating such description.

 

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.

 

Exhibit No.		Description
4.1		Fourth Amended and Restated Certificate of Incorporation of CPI Card Group Inc. (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 8, 2022).
4.2		Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of CPI Card Group Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on May 31, 2023).
4.3		Third Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 8, 2022).
4.4		CPI Card Group Inc. Omnibus Incentive Plan (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 7, 2024).
*5.1		Opinion of Sidley Austin LLP with respect to validity of issuance of securities.
*23.1		Consent of Sidley Austin LLP (included as part of Exhibit 5.1 hereto).
*23.2		Consent of independent registered public accounting firm.
*24.1		Powers of Attorney (included in the signature page to this Registration Statement).
*107		Calculation of Filing Fee Table.

 

*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.

 

	CPI CARD GROUP INC.
	By	/s/ Jeffrey Hochstadt
	Name	Jeffrey Hochstadt
	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		Title		Date
/s/ John Lowe		President and Chief Executive Officer and Director		November 8, 2024
John Lowe		(Principal Executive Officer)
/s/ Jeffrey Hochstadt		Chief Financial Officer		November 8, 2024
Jeffrey Hochstadt		(Principal Financial Officer)
/s/ Donna Abbey Carmignani		Chief Accounting Officer		November 8, 2024
Donna Abbey Carmignani		(Principal Accounting Officer)
/s/ H. Sanford Riley		Chairman of the Board of Directors		November  8, 2024
H. Sanford Riley
/s/ Thomas Furey		Director		November  8, 2024
Thomas Furey
/s/ Ravi Mallela		Director		November  8, 2024
Ravi Mallela
/s Lisa Oleson		Director		November  8, 2024
Lisa Olesen
/s/ Nicholas Peters		Director		November  8, 2024
Nicholas Peters
/s/ Marc Sheinbaum		Director		November  8, 2024
Marc Sheinbaum
/s/ Valerie Soranno Keating		Director		November  8, 2024
Valerie Soranno Keating

 

 

 

 

Exhibit 5.1

 

Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 [phone] [phone] Fax   AMERICA • ASIA PACIFIC • EUROPE

 

November 8, 2024

 

CPI Card Group Inc.

10368 W. Centennial Road

Littleton, CO 80127

 

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.

 

	Very truly yours,
	/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.

 

/s/ KPMG LLP

 

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

	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
	Total Offering Amounts:															$22,320,000.00						$3,417.19
	Total Fee Offsets:																					-
	Net Fee Due:																					$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.

 

 

---