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) |
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. |
(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. |
BRIDGEPOINT EDUCATION, INC. | ||
By: | /s/ ANDREW S. CLARK | |
Name: Andrew S. Clark | ||
Title: CEO and President |
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 |
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. |