Delaware | 59-3551629 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
8620 Spectrum Center Blvd. San Diego, California | 92123 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer ☒ | 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 (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||||||||||
Common Stock, par value $0.01 per share: To be issued pursuant to the Amended and Restated Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended) | 929,564 | shares | $ | 10.28 | $ | 9,555,917.92 | $ | 1,107.53 |
(1) | Pursuant to 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 in accordance with the adjustment provisions of the Amended and Restated Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended) as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(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, 2017. |
(a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March 8, 2016; |
(b) | Quarterly Reports on Form 10-Q filed on May 3, 2016, August 2, 2016 and November 8, 2016; |
(c) | Current Reports on Form 8-K filed on March 18, 2016, March 23, 2016, March 25, 2016, March 31, 2016, May 20, 2016, May 24, 2016, May 26, 2016, June 22, 2016, July 12, 2016, August 9, 2016, August 22, 2016, September 12, 2016, September 16, 2016 and November 4, 2016; and |
(d) | The description of the Registrant’s common stock, par value $0.01 per share, contained in the Registration Statement on Form 8-A filed 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, President and Director (Principal Executive Officer) | January 17, 2017 | |||
Andrew S. Clark | |||||
/s/ KEVIN ROYAL | Executive Vice President/Chief Financial Officer (Principal Financial Officer) | January 17, 2017 | |||
Kevin Royal | |||||
/s/ RUSSELL SAKAMOTO | Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | January 17, 2017 | |||
Russell Sakamoto | |||||
Directors: | |||||
Ryan Craig | |||||
Dale Crandall | |||||
Patrick T. Hackett | |||||
Robert Hartman | |||||
Kenneth I. Juster | |||||
Victor K. Nichols | |||||
By: | /s/ ANDREW S. CLARK | January 17, 2017 | |||
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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 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 | First Amendment to the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013). | |
99.3 | 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). | |
99.4 | 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). | |
99.5 | Form of Nonstatutory Stock Option Agreement (effective March 2011) for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 filed with the SEC on May 3, 2011). | |
99.6 | 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 Current Report on Form 8-K filed with the SEC on June 27, 2011). | |
99.7 | 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 Current Report on Form 8-K filed with the SEC on June 27, 2011). | |
99.8 | Form of Restricted Stock Unit Award Agreement (Non-Employee Director - Annual Grant) for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 15, 2013). | |
99.9 | 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 Current Report on Form 8-K filed with the SEC on May 16, 2013). | |
99.10† | Form of Performance Stock Unit Award Agreement for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2014). | |
99.11 | Amendment to Performance Stock Unit Award Agreement for the 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 10, 2015). |
† | 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. |