UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2017
CPI CARD GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37584
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26-0344657
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CPI Card Group Inc.
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80127
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(303) 973 - 9311
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b -2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 13(a) of the Exchange Act. x
Item 3.03. Material Modification to Rights of Security Holders.
On December 18, 2017, CPI Card Group Inc. (the “ Company ”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment” ) to effect a one-for-five (1-for-5) reverse stock split (the “ Reverse Stock Split ”). The Reverse Stock Split became effective at 12:01 a.m. ET on December 20, 2017 (the “ Effective Time ”), in accordance with the Certificate of Amendment. As a result of the Reverse Stock Split, the common stock, par value $0.001 per share (the “ Common Stock ”), of the Company began trading on a split-adjusted basis when the market opened on December 20, 2017.
Pursuant to the Reverse Stock Split, shares of the Common Stock were automatically consolidated at the rate of one for five (1-for-5) without any further action on the part of the Company’s stockholders. The number of authorized shares of Common Stock was not reduced in connection with the Reverse Stock Split. No fractional shares will be issued following the Reverse Stock Split. In lieu of any fractional shares, any holder of less than one share of Common Stock will be entitled to receive cash for such holder’s fractional share.
In addition, the Reverse Stock Split reduced the number of shares of Common Stock available for issuance under the Company’s equity compensation plans in proportion to the Reverse Stock Split ratio. At the Effective Time, the Reverse Stock Split caused a reduction in the number of shares of Common Stock issuable upon exercise or vesting of equity awards in proportion to the Reverse Stock Split ratio and caused a proportionate increase in any exercise price of such awards. The number of shares of Common Stock issuable upon exercise or vesting of equity awards will be rounded down to the nearest whole share.
The Common Stock will continue to trade on the Nasdaq Global Select Market and on the Toronto Stock Exchange under the symbol “PMTS” but will trade under the new CUSIP number 12634H 200. The Reverse Stock Split is intended to increase the market price per share of the Common Stock in order to comply with Nasdaq Global Select Market’s continued listing standards relating to minimum bid price per share.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 hereof is incorporated by reference into this Item 5.03.
Item 8.01. Other Events.
On December 19, 2017, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit Number |
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Exhibit Description |
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3.1 |
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99.1 |
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Press Release dated December 19, 2017 announcing the Reverse Stock Split |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CPI CARD GROUP INC. |
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Dated: December 22, 2017 |
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/s/ Sarah J. Kilgore |
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Name: |
Sarah J. Kilgore |
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Title: |
Chief Legal and Compliance Officer |
CERTIFICATE OF AMENDMENT
OF THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF CPI CARD GROUP INC.
CPI Card Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”) does hereby certify as follows:
FIRST. That the name of the Corporation is CPI Card Group Inc. The original Certificate of Incorporation of CPI Card Group Inc. was filed with the Secretary of State of Delaware on June 4, 2007.
SECOND. That the Board of Directors of the Corporation duly adopted resolutions recommending and declaring advisable that the Corporation’s Third Amended and Restated Certificate of Incorporation as filed on October 7, 2015 (the “ Certificate of Incorporation ”) be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that the Third Amended and Restated Certificate of Incorporation be amended by changing the first paragraph of Article FOURTH thereof so that, as amended, said first paragraph of Article FOURTH shall be and read in its entirety as follows:
FOURTH. The Corporation is authorized to issue two classes of stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock .” The total number of shares which the Corporation is authorized to issue is One Hundred Million One Hundred Thousand (100,100,000) shares. One Hundred Million (100,000,000) shares shall be Common Stock, $0.001 par value, and One Hundred Thousand (100,000) shares shall be Preferred Stock, $0.001 par value. Effective at 12:01 a.m. on December 20, 2017 (the “ Effective Time ”), each five (5) shares of the Corporation’s Common Stock which is issued and outstanding immediately prior to the Effective Time shall be automatically combined and converted into one (1) fully paid and non-assessable share of the Corporation’s Common Stock (the “ Reverse Stock Split ”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share, in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock as reported on the NASDAQ as of the date immediately preceding of the Effective Time, by (b) the fraction of one share owned by the stockholder.
THIRD. That, in lieu of a meeting and vote of stockholders, written or electronic consent of stockholders to said amendment granting the Board of Directors of the Corporation the authority to amend the Third Amended and Restated Certificate of Incorporation to provide for a reverse stock split has been given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware, and written notice of the adoption of the amendment has been given as provided in Section 228 of the General Corporation Law to every stockholder entitled to such notice.
FOURTH. That said amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH. That this Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 18 th day of December, 2017, and the foregoing facts stated herein are true and correct.
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CPI CARD GROUP INC. |
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/s/ Scott Scheirman |
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By: Scott Scheirman |
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Its: President and Chief Executive Officer |
CPI Card Group Announces Reverse Stock Split
LITTLETON, Colo.—( BUSINESS WIRE )—CPI Card Group Inc. (Nasdaq:PMTS) (TSX:PMTS) (“CPI Card Group” or the “Company”) a global leader in financial and EMV® chip card production and related services, today announced that it will effect a 1-for-5 reverse stock split. The reverse stock split will be effective at 12:01 a.m. EDT, on December 20, 2017. The Company’s common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market and on the Toronto Stock Exchange under the Company’s existing symbol “PMTS” on December 20, 2017.
The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on the Nasdaq Global Select Market. The new CUSIP number for the common stock following the reverse split will be 12634H 200.
When the reverse stock split becomes effective, every five (5) shares of common stock will automatically convert into one (1) share of common stock, with no change in par value per share. No fractional shares will be issued. In lieu of any fractional shares, any holder of less than one share of common stock will be entitled to receive cash for such holder’s fractional share.
The reverse stock split will reduce the number of shares of the Company’s common stock currently outstanding from approximately 55.7 million shares to 11.1 million shares. The number of authorized shares of common stock will remain unchanged. Proportional adjustments will be made to the Company’s outstanding stock options and equity compensation plans.
Because all of the Company’s stockholders hold their shares in book-entry form, they need not take any action in connection with the reverse stock split.
About CPI Card Group Inc.
CPI Card Group is a leading provider in payment card production and related services, offering a single source for credit, debit and prepaid debit cards including EMV chip, personalization, instant issuance, fulfillment and mobile payment services. With more than 20 years of experience in the payments market and as a trusted partner to financial institutions, CPI’s solid reputation of product
consistency, quality and outstanding customer service supports our position as a leader in the market. Serving our customers from ten locations throughout the United States, Canada and the United Kingdom, we have the largest network of high security facilities in the United States and Canada, each of which is certified by one or more of the payment brands: Visa, MasterCard, American Express, Discover and Interac in Canada. Learn more at www.cpicardgroup.com.
Forward-Looking Statements
Statements in this press release that are not statements of historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may be identified by terms such as statements about our plans, objectives, expectations, assumptions or future events. Words such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “continue”, “project”, “plan”, “foresee”, and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 2, 2017. CPI Card Group Inc. undertakes no obligation to update or revise any of its forward-looking statements, whether as a result of new information, future events or otherwise.
For more information:
CPI encourages investors to use its investor relations website as a way of easily finding information about the company. CPI promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information, and press releases. CPI uses its investor relations site (http://investor.cpicardgroup.com) as a means of disclosing material information and for complying with its disclosure obligations under Regulation FD.
EMV is a registered trademark or trademark of EMVCo LLC in the United States and other countries.
Contacts
CPI Card Group Inc. Investor Relations:
William Maina, 877-369-9016
InvestorRelations@cpicardgroup.com
or
CPI Card Group Inc. Media Relations:
Media@cpicardgroup.com