UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-A
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
CPI Card Group Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation or organization)	 	26-0344657
(I.R.S. Employer Identification No.)	
 	 	 	
10368 West Centennial Road
Littleton, CO
 (Address of Principal Executive Offices)	 	80127
(Zip Code)	
 
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered	 	Name of each exchange on which
each class is to be registered	
Common Stock, par value $0.001	 	The NASDAQ Stock Market LLC	
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.   x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.   o
 
Securities Act registration statement file number to which this form relates: 333-206218
 
Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of Class)

 

 
Item 1.                                  Description of Registrant’s Securities to be Registered.
 
The description of the common stock, par value $0.001 per share (the “Common Stock”), of CPI Card Group Inc. (the “Company”) as included under the caption “Description of Capital Stock” in the Prospectus forming a part of the Registration Statement on Form S-1, as amended, originally filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2015 (Registration No. 333-206218), including exhibits, and as may be subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, the above referenced description included in any Prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
 
Item 2.                                  Exhibits.
 
Under the Instructions as to exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereunder are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
 
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SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 	CPI CARD GROUP INC.	
 	 	 	
Date:  October 5, 2015	By:	/s/ Steven Montross	
 	 	Name:	Steven Montross	
 	 	Title:	Chief Executive Officer	
 
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