As Filed with the Securities and Exchange Commission on January 12, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bridgepoint Education, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 59-3551629 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
13500 Evening Creek Drive North San Diego, California | 92128 | |
| (Address of principal executive offices) | (Zip Code) | |
Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013)
(Full title of the plans)
Andrew S. Clark
CEO and President
Bridgepoint Education, Inc.
13500 Evening Creek Drive North
San Diego, California, 92128
(Name and Address of Agent For Service)
(858) 668-2586
(Telephone number, including area code, of agent for service)
Copy to:
Martin J. Waters, Esq.
Wilson Sonsini Goodrich & Rosati, PC
12235 El Camino Real, Suite 200
San Diego, CA 92130-3002
Telephone: (858) 350-2300
Facsimile: (858) 350-2399
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.
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
| CALCULATION OF REGISTRATION FEE | |||||||||||||||||
| Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||||||||||
| Common Stock, par value $0.01 per share: To be issued under the Bridgepoint Education, Inc. 2009 Stock Incentive Plan | 907,992 | shares | $ | 10.700 | (2) | $ | 9,715,514.40 | $ | 1,128.94 | ||||||||
| (1) | In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional securities that may from time to time be offered or issued under the adjustment provisions of the employee benefit plan to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on the New York Stock Exchange on January 6, 2015. |
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers 907,992 additional shares of common stock, par value $0.01 per share, of Bridgepoint Education, Inc. (the “Registrant”) that may be issued pursuant to the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013), commencing January 1, 2015.
In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 (File No. 333-159220) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on May 13, 2009 are incorporated by reference into this Registration Statement, except as modified or superseded hereby.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:
| (a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on March 17, 2014, as amended on August 4, 2014; |
| (b) | Quarterly Reports on Form 10-Q filed on August 4, 2014, August 7, 2014 and November 5, 2014; |
| (c) | Current Reports on Form 8-K filed on March 24, 2014, May 16, 2014, May 30, 2014, June 3, 2014, July 25, 2014, September 4, 2014 and December 23, 2014; and |
| (d) | The description of the Registrant's common stock contained in the Registration Statement on Form 8-A filed by the Registrant on March 30, 2009, including any subsequent amendment or report filed for the purpose of updating such description. |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to be furnished and not filed under Item 2.02 or Item 7.01 of Form 8-K shall not be deemed to be incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The accompanying Index to Exhibits is incorporated herein by reference.
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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on January 12, 2015.
| BRIDGEPOINT EDUCATION, INC. | ||
| By: | /s/ ANDREW S. CLARK | |
| Name: Andrew S. Clark | ||
| Title: CEO and President | ||
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 date indicated.
| Name and Signature | Title | Date | |||
| /s/ ANDREW S. CLARK | CEO and President (Principal Executive Officer) and Director) | January 12, 2015 | |||
| Andrew S. Clark | |||||
| /s/ DANIEL J. DEVINE | Executive Vice President/Chief Financial Officer (Principal Financial Officer) | January 12, 2015 | |||
| Daniel J. Devine | |||||
| /s/ RUSSELL SAKAMOTO | Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | January 12, 2015 | |||
| Russell Sakamoto | |||||
| Directors: | |||||
| Ryan Craig | |||||
| Dale Crandall | |||||
| Marye Anne Fox | |||||
| Patrick T. Hackett | |||||
| Robert Hartman | |||||
| Adarsh Sarma | |||||
| Victor K. Nichols | |||||
| By: | /s/ ANDREW S. CLARK | January 12, 2015 | |||
| Andrew S. Clark | |||||
| Attorney-In-Fact | |||||
INDEX TO EXHIBITS
| Exhibit | Description of Document | |
| 4.1 | Fifth Amended and Restated Certificate of Incorporation of Bridgepoint Education, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed with the SEC on May 21, 2009). | |
| 4.2 | Second Amended and Restated Bylaws of Bridgepoint Education, Inc. (incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-156408) filed with the SEC on March 20, 2009). | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, PC. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, PC (included in Exhibit 5.1 to this Registration Statement). | |
| 24.1 | Power of Attorney - Bridgepoint Education, Inc. Directors. | |
| 99.1 | Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 16, 2013). | |
| 99.2 | Form of Nonstatutory Stock Option Agreement for Executives and Senior Management for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-159220) filed with the SEC on May 13, 2009). | |
| 99.3 | Form of Incentive Stock Option Agreement for Executives and Senior Management for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.5 to the Registrant’s Registration Statement on Form S-8 (File No. 333-159220) filed with the SEC on May 13, 2009). | |
| 99.4 | Form of Restricted Stock Unit Award Agreement (Deferred Settlement) for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed with the SEC on June 27, 2011). | |
| 99.5 | Form of Restricted Stock Unit Award Agreement (General) for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to the Registrant's Form 8-K filed with the SEC on June 27, 2011). | |
| 99.6 | Form of Restricted Stock Unit Award Agreement (General - Employee Annual Grant) for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K filed with the SEC on May 16, 2013). | |
| 99.7† | Form of Performance Stock Unit Award Agreement for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on December 23, 2014). | |
| † | Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the non-public information has been filed separately with the SEC. |