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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/30/15 CPI Card Group Inc. S-1/A 9:1.2M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 67K (General Form) 2: EX-1.1 Underwriting Agreement HTML 256K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 8K 4: EX-5.1 Opinion re: Legality HTML 13K 5: EX-10.1 Material Contract HTML 78K 6: EX-10.4 Material Contract HTML 120K 7: EX-10.5 Material Contract HTML 54K 8: EX-10.7 Material Contract HTML 66K 9: EX-10.8 Material Contract HTML 80K
As filed with the Securities and Exchange Commission on September 30, 2015
Registration No. 333-206218
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
Form S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CPI Card Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
7374 (Primary Standard Industrial Classification Code Number) |
26-0344657 (IRS Employer Identification No.) |
CPI Card Group Inc.
10368 West Centennial Road
Littleton, CO 80127
(303) 973-9311
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Steven Montross
President and Chief Executive Officer
CPI Card Group Inc.
10368 West Centennial Road
Littleton, CO 80127
(303) 973-9311
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to: | ||
Steven J. Gavin, Esq. Andrew J. McDonough, Esq. Arlene K. Lim, Esq. Winston & Strawn LLP 35 West Wacker Drive Chicago, Illinois 60601 (312) 558-5600 |
Christopher J. Cummings, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 77 King Street West, Suite 3100 Toronto, Ontario, Canada M5K 1J3 (416) 504-0522 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o
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. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý (Do not check if a smaller reporting company) |
Smaller reporting company o |
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, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
This pre-effective amendment is being filed solely for the purpose of amending "Part II—Information Not Required in Prospectus."
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth all expenses to be paid by the Registrant, other than estimated underwriting discounts and commissions, in connection with our initial public offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee:
SEC registration fee |
$ | 42,448 | ||
FINRA filing fee |
54,795 | |||
NASDAQ listing fee |
200,000 | |||
Printing and engraving |
300,000 | |||
Legal fees and expenses |
3,000,000 | |||
Accounting fees and expenses |
1,000,000 | |||
Transfer agent and registrar fees |
15,000 | |||
Miscellaneous |
387,757 | |||
| | | | |
Total |
$ | 5,000,000 | ||
| | | | |
| | | | |
| | | | |
Item 14. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a corporation's board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, the registrant's amended and restated certificate of incorporation to be in effect upon the closing of this offering includes provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The registrant's amended and restated certificate of incorporation provides for such limitation of liability.
In addition, as permitted by Section 145 of the DGCL, the bylaws of the registrant to be effective upon completion of this offering provide that:
II-1
Prior to the completion of this offering, we expect to enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements will require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements will also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers. The registrant will also maintain directors and officers insurance to insure such persons against certain liabilities.
The underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.
Item 15. Recent Sales of Unregistered Securities
Since January 1, 2012, we have issued and sold the following securities:
Other than the transactions listed immediately above, we have not issued and sold any unregistered securities in the three years preceding the filing of this registration statement. No underwriters were in involved in the foregoing issuances of securities.
II-2
Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
Item 16. Exhibits and Financial Statement Schedules
(3) Exhibits. The following exhibits are included herein or incorporated herein by reference:
|
Exhibit Number |
Description | |||
---|---|---|---|---|---|
1.1 | Form of Underwriting Agreement | ||||
2.1† |
Purchase and Sale Agreement, dated as of August 22, 2014, by and among William S. Dinker, Katherine S. Nevill, Bobby Smith and Tom Hedrich, William S. Dinker 2012 Trust for Edward McCullough Dinker, William S. Dinker 2012 Trust for John Walsh Dinker and William S. Dinker 2012 Trust for William S. Dinker III, EFT Source, Inc., CPI Acquisition, Inc. and William S. Dinker, as Sellers' Representative |
||||
3.1† |
Form of Amended and Restated Certificate of Incorporation of CPI Card Group Inc. |
||||
3.2† |
Form of Amended and Restated Bylaws of CPI Card Group Inc. |
||||
4.1 |
Form of Stock Certificate |
||||
5.1 |
Opinion of Winston & Strawn LLP |
||||
10.1+ |
Employment and Non-Competition Agreement, dated April 22, 2009, between CPI Acquisition, Inc. and Steven Montross |
||||
10.2+† |
Employment and Non-Competition Agreement, dated October 1, 2008, between Metaca Corporation and Anna Rossetti |
||||
10.3+† |
Termination Letter, dated May 5, 2015 between CPI Acquisition, Inc. and Marvin Press |
||||
10.4+ |
CPI Card Group Inc. Omnibus Incentive Plan |
||||
10.5 |
Form of Stock Option Award Agreement under the CPI Card Group Inc. Omnibus Incentive Plan |
||||
10.6+† |
CPI Acquisition, Inc. Phantom Stock Plan |
||||
10.7+ |
CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan |
||||
10.8+ |
Employment and Non-Competition Agreement, effective June 22, 2015, between CPI Acquisition, Inc. and David Brush |
||||
10.9† |
Form of Indemnification Agreement |
||||
10.10† |
First Lien Credit Agreement, dated as of August 17, 2015, by and among CPI Card Group Inc., CPI Acquisition Inc., the lenders from time to time party thereto and the Bank of Nova Scotia, as Administrative Agent and Collateral Agent |
||||
10.11† |
Form of Director Nomination Agreement by and between CPI Card Group Inc. and the Tricor Funds |
||||
10.12† |
Form of Registration Rights Agreement by and betwen CPI Card Group Inc. and the Tricor Funds |
II-3
|
Exhibit Number |
Description | |||
---|---|---|---|---|---|
15.1† | Lattimore, Black, Morgan & Cain, P.C. letter re unaudited interim financial information. | ||||
16.1† |
Letter to the Securities and Exchange Commission from Ernst & Young LLP, dated May 21, 2015 |
||||
21.1† |
List of subsidiaries of CPI Card Group Inc. |
||||
23.1† |
Consent of KPMG LLP |
||||
23.2† |
Consent of KPMG LLP |
||||
23.3† |
Consent of Lattimore, Black, Morgan & Cain, P.C. |
||||
23.4† |
Consent of First Annapolis Consulting, Inc. |
||||
23.5 |
Consent of Winston & Strawn LLP (included in Exhibit 5.1) |
||||
24.1† |
Powers of Attorney |
(b) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant's consolidated financial statements or related notes.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Littleton, Colorado, on this 30th day of September, 2015.
CPI CARD GROUP INC. | ||||||
By: |
/s/ STEVEN MONTROSS |
|||||
Name: | Steven Montross | |||||
Title: | Chief Executive Officer |
Signature
|
Title
|
Date
|
||||
---|---|---|---|---|---|---|
/s/ STEVEN MONTROSS Steven Montross |
President, Chief Executive Officer and Director (Principal Executive Officer) | September 30, 2015 | ||||
/s/ DAVID BRUSH David Brush |
Chief Financial Officer (Principal Financial Officer) |
September 30, 2015 |
||||
/s/ JERRY DREILING Jerry Dreiling |
Vice President and Chief Accounting Officer (Principal Accounting Officer) |
September 30, 2015 |
||||
* Bradley Seaman |
Chairman of the Board |
September 30, 2015 |
||||
* Nicholas Peters |
Director |
September 30, 2015 |
||||
* Robert Pearce |
Director |
September 30, 2015 |
||||
* David Rowntree |
Director |
September 30, 2015 |
||||
*By: |
/s/ STEVEN MONTROSS Steven Montross, as attorney-in-fact |
II-5
|
Exhibit Number | Description | |||
---|---|---|---|---|---|
1.1 | Form of Underwriting Agreement | ||||
2.1† |
Purchase and Sale Agreement, dated as of August 22, 2014, by and among William S. Dinker, Katherine S. Nevill, Bobby Smith and Tom Hedrich, William S. Dinker 2012 Trust for Edward McCullough Dinker, William S. Dinker 2012 Trust for John Walsh Dinker and William S. Dinker 2012 Trust for William S. Dinker III, EFT Source, Inc., CPI Acquisition, Inc. and William S. Dinker, as Sellers' Representative |
||||
3.1† |
Form of Amended and Restated Certificate of Incorporation of CPI Card Group Inc. |
||||
3.2† |
Form of Amended and Restated Bylaws of CPI Card Group Inc. |
||||
4.1 |
Form of Stock Certificate |
||||
5.1 |
Opinion of Winston & Strawn LLP |
||||
10.1+ |
Employment and Non-Competition Agreement, dated April 22, 2009, between CPI Acquisition, Inc. and Steven Montross |
||||
10.2+† |
Employment and Non-Competition Agreement, dated October 1, 2008, between Metaca Corporation and Anna Rossetti |
||||
10.3+† |
Termination Letter, dated May 5, 2015 between CPI Acquisition, Inc. and Marvin Press |
||||
10.4+ |
CPI Card Group Inc. Omnibus Incentive Plan |
||||
10.5 |
Form of Stock Option Award Agreement under the CPI Card Group Inc. Omnibus Incentive Plan |
||||
10.6+† |
CPI Acquisition, Inc. Phantom Stock Plan |
||||
10.7+ |
CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan |
||||
10.8+ |
Employment and Non-Competition Agreement, effective June 22, 2015, between CPI Acquisition, Inc. and David Brush |
||||
10.9† |
Form of Indemnification Agreement |
||||
10.10† |
First Lien Credit Agreement, dated as of August 17, 2015, by and among CPI Card Group Inc., CPI Acquisition Inc., the lenders from time to time party thereto and the Bank of Nova Scotia, as Administrative Agent and Collateral Agent |
||||
10.11† |
Form of Director Nomination Agreement by and between CPI Card Group Inc. and the Tricor Funds |
||||
10.12† |
Form of Registration Rights Agreement by and betwen CPI Card Group Inc. and the Tricor Funds |
||||
15.1† |
Lattimore, Black, Morgan & Cain, P.C. letter re unaudited interim financial information. |
||||
16.1† |
Letter to the Securities and Exchange Commission from Ernst & Young LLP, dated May 21, 2015 |
||||
21.1† |
List of subsidiaries of CPI Card Group Inc. |
||||
23.1† |
Consent of KPMG LLP |
||||
23.2† |
Consent of KPMG LLP |
||||
23.3† |
Consent of Lattimore, Black, Morgan & Cain, P.C. |
||||
23.4† |
Consent of First Annapolis Consulting, Inc. |
||||
23.5 |
Consent of Winston & Strawn LLP (included in Exhibit 5.1) |
||||
24.1† |
Powers of Attorney |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/30/15 | None on these Dates | ||
8/17/15 | ||||
6/22/15 | ||||
5/21/15 | ||||
5/5/15 | ||||
8/22/14 | ||||
1/1/12 | ||||
4/22/09 | ||||
10/1/08 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 CPI Card Group Inc. 10-K 12/31/23 92:11M Toppan Merrill Bridge/FA 3/08/23 CPI Card Group Inc. 10-K 12/31/22 85:9.6M Toppan Merrill Bridge/FA 3/08/22 CPI Card Group Inc. 10-K 12/31/21 95:12M Toppan Merrill Bridge/FA 2/25/21 CPI Card Group Inc. 10-K 12/31/20 96:9.8M Toppan Merrill Bridge/FA |