| As filed with the Securities and Exchange Commission on September 19,
2024 |
Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CompoSecure, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
85-2749902 |
| (State or other jurisdiction of |
(I.R.S. Employer |
| incorporation or organization) |
Identification Number) |
309 Pierce Street
Somerset, New Jersey 08873
(908) 518-0500
(Address, address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Steven J. Feder
General Counsel
309 Pierce Street
Somerset, New Jersey 08873
(908) 518-0500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
David C. Schwartz
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, NJ 08540
Tel: (609) 919-6600
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date
of this registration statement.
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. x
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.
x (File No. 333-262341)
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:
| |
|
|
|
| Large
accelerated filer |
¨ |
Accelerated
filer |
x |
| Non-accelerated
filer |
¨ |
Smaller
reporting company |
x |
| |
|
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 7(a)(2)(B) of the Securities Act. ¨
This registration statement shall become effective upon
filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
The registrant is filing this Registration Statement pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and General Instruction IV(A) of Form S-3, for the sole purpose of registering for
issuance and resale by the selling stockholders an additional 587,609 shares of the registrant’s Class A Common Stock, par
value $0.0001 per share (the “Class A Common Stock”), issuable upon exchange of CompoSecure Holdings, L.L.C.’s
exchangeable senior notes (the “Exchangeable Notes”), for a proposed additional maximum aggregate offering price of $7,229,353.53.
The additional shares are issuable pursuant to an automatic adjustment to the exchange rate made pursuant to the indenture governing
the Exchangeable Notes. Following the filing of this Registration Statement, an aggregate of 13,587,587 shares of Class A Common
Stock will be issuable upon exchange of the Exchangeable Notes.
This Registration Statement relates to the registrant’s Registration
Statement on Form S-3 (File No. 333-262341) (originally filed as Form S-1 (File No. 333-262341) on January 25, 2022, and as amended by that certain Post-Effective Amendment No. 1, filed on March 16, 2022, and as further amended by Post-Effective Amendment No. 2, filed on March 10, 2023 for the purpose of converting the registration statement on Form S-1 to a registration
statement on Form S-3) (the “Prior Registration Statement”), which the Commission declared effective on March 17,
2023.
The additional securities that are being registered for issuance and
sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price of unsold securities
under the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration
Statement are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the Exhibit Index
below and filed herewith or incorporated by reference herein.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Somerset, New Jersey, on September 19, 2024.
| |
COMPOSECURE, INC. |
| |
|
| |
By: |
/s/ Jonathan Wilk |
| |
|
Jonathan Wilk |
| |
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each of the undersigned constitutes and appoints Timothy Fitzsimmons and Steven Feder his or her true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities,
to execute any or all amendments including any post-effective amendments and supplements to this Registration Statement, and any additional
Registration Statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
| Name |
|
Title |
|
Date |
| /s/ Jonathan Wilk |
|
Chief Executive Officer and Director |
|
September 19, 2024 |
| Jonathan Wilk |
|
(Principal Executive Officer) |
|
|
| /s/ Timothy Fitzsimmons |
|
Chief Financial and Accounting Officer |
|
September 19, 2024 |
| Timothy Fitzsimmons |
|
(Principal Financial and Accounting Officer) |
|
|
| /s/ David M. Cote |
|
|
|
|
| David M. Cote |
|
Chairman of the Board of Directors |
|
September 19, 2024 |
| /s/ John D. Cote |
|
|
|
|
| John D. Cote |
|
Director |
|
September 19, 2024 |
| /s/ Joseph J. DeAngelo |
|
|
|
|
| Joseph J. DeAngelo |
|
Director |
|
September 19, 2024 |
| /s/ Roger Fradin |
|
|
|
|
| Roger Fradin |
|
Director |
|
September 19, 2024 |
| * |
|
|
|
|
| Paul Galant |
|
Director |
|
September 19, 2024 |
| * |
|
|
|
|
| Niloofar Razi Howe |
|
Director |
|
September 19, 2024 |
| * |
|
|
|
|
| Brian F. Hughes |
|
Director |
|
September 19, 2024 |
| /s/ Mark D. James |
|
|
|
|
| Mark D. James |
|
Director |
|
September 19, 2024 |
| /s/ Thomas R. Knott |
|
|
|
|
| Thomas R. Knott |
|
Director |
|
September 19, 2024 |
| * |
|
|
|
|
| Jane J. Thompson |
|
Director |
|
September 19, 2024 |
| *By |
/s/ Timothy
Fitzsimmons |
|
| |
Timothy Fitzsimmons
Chief Financial and
Accounting Officer |
|
| |
Attorney-in-fact |
|
Exhibit 5.1
September 19, 2024
Board of Directors
CompoSecure Inc.
309 Pierce Street
Somerset, New Jersey 08873
Re: CompoSecure, Inc.
– Registration Statement on Form S-3MEF
Ladies and Gentlemen:
We have acted as counsel
to CompoSecure, Inc., a Delaware corporation (the “Company”), in connection with the filing of the Company’s
Registration Statement on Form S-3MEF (the “Registration Statement”) with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the
“Securities Act”). The Registration Statement relates to the resale by the selling securityholders described
in the Registration Statement (the “Selling Securityholders”) of up to 587,609
shares (the “Exchangeable Note Conversion Shares”) of Class A common stock, par value $0.0001 per share
(“Common Stock”) issuable upon exchange of CompoSecure Holdings, L.L.C., a Delaware limited liability company
and a subsidiary of the Company (“Holdings”), exchangeable senior notes (“Exchangeable Notes”).
The Registration Statement incorporates by reference the Registration Statement on Form S-3 (File No. 333-262341) (originally
filed as Form S-1 (File No. 333-262341) on January 25, 2022, and as amended by that certain Post-Effective Amendment No. 1,
filed on March 16, 2022, and as further amended by Post-Effective Amendment No. 2, filed on March 10, 2023 for the purpose
of converting the registration statement on Form S-1 to a registration statement on Form S-3) (the “Prior Registration
Statement”), which the Commission declared effective on March 17, 2023. The Prior Registration Statement includes
a prospectus (the “Prospectus”) that provides that it may be supplemented in the future by one or more supplements
to the Prospectus.
In connection with this opinion
letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of
(i) the Second Amended and Restated Certificate of Incorporation of the Company, (ii) the Second Amended and Restated Bylaws
of the Company, (iii) the Indenture, dated December 27, 2021, by and among Holdings, the Company, the Guarantors (as defined
therein) party thereto and U.S. Bank National Association, (iv) certain resolutions of the Company’s Board of Directors relating
to the Registration Statement, and (v) such other documents, records and other instruments as we have deemed appropriate for purposes
of the opinions set forth herein.
We have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity
with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals
of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied
upon representations made by the Company in documents examined by us and representations of officers of the Company. We have also obtained
and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set
forth below.
Subject to the foregoing
and the other matters set forth herein, it is our opinion that, the Exchangeable Note Conversion Shares have been duly authorized by
all requisite corporate action on the part of the Company under the Delaware General Corporation Law and, upon exchange of the
Exchangeable Notes in accordance with the Exchangeable Note subscription agreements, when such Exchangeable Note Conversion Shares
are issued and delivered by the Company to the Selling Securityholders, in the manner contemplated by the Registration Statement,
such shares will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the Delaware General Corporation Law and the laws of the State of New York and we express no opinion with respect to the laws of any other state or jurisdiction.
Although the Exchangeable Note Conversion Shares may be issued from time to time on a delayed or continuous basis, the opinions expressed
herein are limited to the laws, including rules and regulations, as in effect on the date hereof.
The opinion letter is limited
to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed
herein are as of the date hereof and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances
that may hereafter come to our attention or any changes in the law that may hereafter occur.
We consent to your filing
this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement,
the Prospectus and any amendments or supplements thereto. In giving such consent, we do not hereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We have issued our report dated March 12, 2024 with respect to
the consolidated financial statements of CompoSecure, Inc. included in the Annual Report on Form 10-K for the year ended December 31,
2023, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned
report in this Registration Statement.
/s/ GRANT THORNTON LLP
Iselin, New Jersey
September 19, 2024
Exhibit 107
Calculation
of Filing Fee Tables (1)(2)
Form S-3
(Form Type)
CompoSecure, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry
Forward Securities
| | |
Security type | |
Security
class
title | |
Fee
calculation
or carry
forward rule | |
Amount
registered(3) | |
Proposed
maximum
offering price
per unit | | |
Maximum
aggregate
offering
price | | |
Fee
rate | | |
Amount
of
registration fee | | |
Carry
forward
form type | |
Carry
forward
file number | |
Carry
forward
initial
effective date | |
Filing
fee
previously paid
in connection
with unsold
securities
to be carried
forward |
|
| Newly Registered Securities |
|
| Fees to Be Paid | |
Equity | |
Class A Common Stock,
par value $0.0001 per share | |
457(c) | |
587,609 (1) (2) | |
$ | 12.303 | (4) | |
$ | 7,229,353.53 | | |
| 0.00014760 | | |
$ | 1,068 | | |
| |
| |
| |
|
|
| | |
| |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| |
| |
| |
|
|
| Fees Previously Paid | |
— | |
— | |
— | |
— | |
| — | | |
| | | |
| — | | |
| — | | |
| |
| |
| |
|
|
| Carry Forward Securities |
|
| Carry Forward Securities | |
— | |
— | |
— | |
— | |
| | | |
| — | | |
| | | |
| | | |
— | |
— | |
— | |
— |
|
| | |
Total
Offering Amounts | | |
$ | 7,229,353.53 | | |
| | | |
$ | 1,068 | | |
| |
| |
| |
|
|
| | |
Total
Fees Previously Paid | | |
| | | |
| | | |
| — | | |
| |
| |
| |
|
|
| | |
Total
Fee Offsets | | |
| | | |
| | | |
| — | | |
| |
| |
| |
|
|
| | |
Net
Fee Due | | |
| | | |
| | | |
$ | 1,068 | | |
| |
| |
| |
|
|
| (1) |
The
registrant previously registered for offer and sale from time to time by certain selling securityholders up to 12,999,978 shares
of its Class A Common Stock issuable upon exchange of CompoSecure Holdings, L.L.C.’s exchangeable senior notes (“Exchangeable
Notes”), pursuant to Registration Statement on Form S-3 (File No. 333-262341) (originally filed as Form S-1
(File No. 333-262341) on January 25, 2022, and as amended by that certain Post-Effective Amendment No. 1, filed on
March 16, 2022, and as further amended by Post-Effective Amendment No. 2, filed on March 10, 2023 for the purpose
of converting the registration statement on Form S-1 to a registration statement on Form S-3) (the “Prior Registration
Statement”), which the Commission declared effective on March 17, 2023. |
| (2) |
In
accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and General
Instruction IV(A) of Form S-3, the registrant is hereby registering for offer and sale from time to time by certain the
selling securityholders named in the Prior Registration Statement up to an additional 587,609 shares of its Class A Common
Stock issuable upon exchange of the Exchangeable Notes. The additional shares are issuable pursuant to an automatic adjustment to
the exchange rate as set forth in the indenture governing the Exchangeable Notes. The additional amount of securities
that is being registered for offer and sale represents no more than 20% of the maximum aggregate offering price of the unsold securities
available to be sold under the Prior Registration Statement. |
| (3) |
Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of Class
A Common Stock that become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction effected
that results in an increase to the number of outstanding shares of Registrant’s Class A Common Stock. |
| (4) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act.
The offering price per share and aggregate offering price are based upon the average of the high and low selling prices of the Class A
Common Stock as reported by The Nasdaq Global Market on September 16, 2024, a date within five business days prior to the filing
of the Registration Statement, under the symbol “CMPO”. |
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