As filed with the Securities and Exchange Commission on September 14, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CPI Card Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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26-0344657
(I.R.S. Employer
Identification No.)
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10368 W. Centennial Road
Littleton, CO 80127
(720) 681-6304
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Sarah Kilgore
Chief Legal and Compliance Officer and Corporate Secretary
10368 W. Centennial Road
Littleton, CO 80127
(720) 681-6304
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Lindsey A. Smith
Sidley Austin LLP
One South Dearborn Street
Chicago, IL 60603
(312) 853-7000
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement is declared effective.
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. ☐
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, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of class of
securities to be registered
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Amount to be
registered(1)
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Proposed maximum
aggregate offering
price per share
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Primary Offering:
Common Stock, $0.001 par value per share
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(2)
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(2)
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$
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150,000,000(3)
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$
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16,365.00
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Secondary Offering:
Common Stock, $0.001 par value per share
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6,558,825 shares
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$34.38(4)
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$
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225,492,403.50(4)
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$
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24,601.22
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Total
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$
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40,966.22
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(1)
This registration statement covers the sale from time to time by the registrant of such indeterminate number of shares of the registrant’s common stock not to exceed $150,000,000 maximum aggregate offering price, exclusive of accrued dividends, if any. In addition, this registration statement relates to up to 6,558,825 shares of the registrant’s common stock that may be offered for resale from time to time by the selling stockholders named herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional number of securities in exercise, conversion or exchange of other securities or that may become issuable as a result of any stock splits, stock dividends or similar transactions.
(2)
As permitted pursuant to Note 2 of Notes to the “Calculation of Registration Fee” Table of Form S-3, this information is omitted because the filing fee is calculated pursuant to Rule 457(o) under the Securities Act.
(3)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.
(4)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low sales prices for the registrant’s common stock on the Nasdaq Global Market on September 9, 2021.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.