Information Statement - All Other (definitive) (def 14c)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
o Preliminary Information Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
ý Definitive Information Statement
CPI CARD GROUP INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
ý No fee required
o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
CPI CARD GROUP INC.
10026 WEST SAN JUAN WAY
LITTLETON, CO 80127
NOTICE OF ACTION BY
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS'
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Dear Stockholders:
The accompanying Information Statement is being furnished to the holders (" Stockholders ") of shares of the common stock, par value $0.001 per share (" Common Stock "), of CPI Card Group Inc., a Delaware corporation (the " Company " or " CPI "). The Board of Directors of the Company (the " Board ") is not soliciting your proxy and you are requested not to send us a proxy. The purpose of this Information Statement is to notify you that on September 26, 2017, the Company received written consent in lieu of a meeting of Stockholders (the " Written Consent "), dated September 25, 2017, from holders of shares of voting securities representing approximately 59% of the total issued and outstanding shares of voting stock of the Company to approve the following:
•
the granting of discretionary authority to the Board, at any time for a period of 12 months after the effective date of Stockholder approval, to authorize the adoption of an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended (the " Certificate of Incorporation "), to effect a reverse stock split of the Company's Common Stock at a ratio between 1 for 1.1 to 1 for 10, such ratio to be determined by the Board, or to determine not to proceed with the reverse stock split (the " Reverse Stock Split "); and
