8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 19, 2009

BRIDGEPOINT EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation)	001-34272 (Commission File Number)	59-3551629 (IRS Employer Identification No.)
13500 Evening Creek Drive North, Suite 600San Diego, California		92128
(Address of principal executive offices)		(Zip Code)

(858) 668-2586

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into A Material Definitive Agreement.

Limited Waivers of Lock-Up Agreements and Underwriting Agreement

On August 19, 2009, we and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., the representatives of the underwriters of our initial public offering, entered into a Limited Waiver of Lock-Up Agreement for Registration Rights Demand relating the lock-up agreements entered into in December 2008 by Warburg Pincus and certain other security holders of our company in connection with our initial public offering, which we refer to collectively as the IPO Lock-Up Agreements.  The Limited Waiver of Lock-Up Agreement for Registration Rights Demand permitted Warburg Pincus and these security holders (i) to publicly disclose the intention to make an offer of “securities” (meaning our shares of common stock and other securities which are exercisable for or convertible into our common stock), and (ii) to make a demand for or exercise registration rights with respect to a registration of securities.

Additionally, on August 19, 2009, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. executed a Limited Waiver of Underwriting Agreement which permitted us to file with the Securities and Exchange Commission, or SEC, a registration statement under the Securities Act of 1933, as amended, relating to our common stock.

On August 31, 2009, we and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. entered into a Limited Waiver of Lock-Up Agreement relating to the IPO Lock-Up Agreements, which supplements the Limited Waiver of Lock-Up Agreement for Registration Rights Demand discussed above.  The Limited Waiver of Lock-Up Agreement permits Warburg Pincus and the other security holders (i) to publicly disclose the intention to make an offer of securities, (ii) to make a demand for or exercise registration rights with respect to a registration of securities and (iii) to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities, but in each case solely with respect to the offer and sale of securities pursuant to the Form S-1 Registration Statement (File No. 333-161549) we filed with the SEC on August 26, 2009.

Copies of the Limited Waiver of Lock-Up Agreement for Registration Rights Demand, Limited Waiver of Underwriting Agreement and Limited Waiver of Lock-Up Agreement are filed as Exhibits 4.1, 4.2 and 4.3 to this report, respectively, and are incorporated herein by reference. The summary of the agreements set forth above does not purport to be complete and is qualified in its entirety by reference to such agreements.

Item 7.01               Regulation FD Disclosure.

On September 3, 2009, we issued a press release announcing that on September 2, 2009, Ashford University received an update from the U.S. Department of Education's Office of Inspector General regarding the status of its ongoing compliance audit of Ashford University.  The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.1.

The information in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act, except to the extent that we specifically incorporate it by reference.

Item 9.01Exhibits and Financial Statements.

(d)	Exhibits.
4.1	Limited Waiver of Lock-Up Agreement for Registration Rights Demand dated August 19, 2009 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed with the SEC on August 26, 2009).
4.2	Limited Waiver of Underwriting Agreement dated August 19, 2009.
4.3	Limited Waiver of Lock-Up Agreement dated August 31, 2009.
99.1	Press release dated September 3, 2009.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 4, 2009		Bridgepoint Education, Inc.
	By:	/s/ Daniel J. Devine
		Name:  Daniel J. Devine
		Title: Chief Financial Officer

2

EX-4.2

Exhibit 4.2

Bridgepoint Education, Inc.

Limited Waiver of Underwriting Agreement

August 19, 2009

Bridgepoint Education, Inc.

13500 Evening Creek Drive North, Suite 600

San Diego, California 92128

Re:          Limited Waiver of Bridgepoint Education, Inc. Underwriting Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Underwriting Agreement (the “Agreement”) entered into on April 14, 2009, by and among Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives (together, the “Representatives”), William Blair & Company, BMO Capital Markets, Piper Jaffray and Signal Hill, Bridgepoint Education, Inc. (the “Company”) and, certain stockholders of the Company, in connection with the initial public offering (the “IPO”) of the Common Stock of the Company.  Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

Pursuant to Section 5(k) of the Agreement, the Company has agreed, among other things, not to directly or indirectly take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”): (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act, or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities, or publicly disclose the intention to take any such action, in each case without the prior written consent of the Representatives, during the Lock-up Period.

The Representatives hereby waive the Lock-up Period of the Agreement solely as it relates to subsection (v) above, and public disclosure related thereto.

Except to the extent, and only to the extent, so modified by this Limited Waiver of Underwriting Agreement, all terms, conditions and covenants contained in the Agreement and the documents related thereto shall remain in full force and effect, enforceable in accordance with their terms.  This Limited Waiver of Underwriting Agreement is effective only as to the matters expressly waived.  This Limited Waiver of Underwriting Agreement is intended for the benefit of, and may be relied upon by, the Company.

Very truly yours,
THE REPRESENTATIVES
Credit Suisse Securities (USA) LLC
By:	/s/ Hayes Smith
Name:	Hayes Smith
Title:	Director
J.P. Morgan Securities Inc.
By:	/s/ Alice Takhtajan
Name:	Alice Takhtajan
Title:	Vice President

EX-4.3

Exhibit 4.3

Bridgepoint Education, Inc.

Limited Waiver of Lock-Up Agreement

August 31, 2009

To the Stockholder Signatories

Re:          Limited Waiver of Bridgepoint Education, Inc. Lock-Up Agreement

Ladies and Gentlemen:

Reference is hereby made to those certain Lock-Up Agreements (each an “IPO Agreement” and, collectively, the “IPO Agreements”) entered into on or about December 16, 2008, by and among Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives (together, the “Representatives”), and certain Stockholders of Bridgepoint Education, Inc. (the “Company”), in connection with the initial public offering (the “IPO”) of the Common Stock of the Company.  Capitalized terms used but not defined herein have the meanings set forth in the IPO Agreements.

Pursuant to the IPO Agreements, the Stockholder Signatories (as defined below) have agreed, among other things, that they will not (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities, or enter into a transaction which would have the same effect; (ii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise; (iii) publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement; or (iv) make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities; in each case, without the prior written consent of the Representatives during the Lock-up Period.

The Representatives hereby waive the Lock-up Period of the IPO Agreements entered into by those individuals and entities (each a “Stockholder Signatory” and, collectively, the “Stockholder Signatories”) listed on the table under the heading “Principal and Selling Stockholders” in the registration statement on Form S 1 (File No. 333-161549) originally filed by the Company with the Securities and Exchange Commission on August 26, 2009, as it may be subsequently amended (the “Registration Statement”), solely as it relates to subsections (i), (iii) and (iv) above, and solely with respect to the offer and sale of securities pursuant to the Registration Statement.  The Company hereby consents to the waiver of subsections (i), (iii) and (iv) above.

With respect to any individual or entity that is not a Stockholder Signatory, the IPO Agreements shall remain in full force and effect, enforceable in accordance with their terms.  Except to the extent, and only to the extent, so modified by this Limited Waiver of Lock-Up Agreement, all terms, conditions and covenants contained in the IPO Agreements and the documents related thereto shall remain in full force and effect, enforceable in accordance with their terms.  This Limited Waiver of Lock-Up Agreement is effective only as to the matters expressly waived.  This Limited Waiver of Lock-Up Agreement is intended for the benefit of, and may be relied upon by, the Stockholder Signatories and the Company.

Very truly yours,
THE REPRESENTATIVES
Credit Suisse Securities (USA) LLC
By:	/s/ Hayes Smith
Name:	Hayes Smith
Title:	Director
J.P. Morgan Securities Inc.
By:	/s/ Alice Takhtajan
Name:	Alice Takhtajan
Title:	Vice President
Bridgepoint Education, Inc.
By:	/s/ Daniel J. Devine
Name:	Daniel J. Devine
Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

Contact: Diane Salucci, Vice President

Corporate Communications and Investor Relations

858.668.2586x3690

or

Spencer Davis, Director of Investor Relations

858.668.2586x4190

investorrelations@bridgepointeducation.com

BRIDGEPOINT EDUCATION PROVIDES UPDATE TO ONGOING

OIG COMPLIANCE AUDIT OF ASHFORD UNIVERSITY

SAN DIEGO, CA (September 3, 2009) — Bridgepoint Education (NYSE: BPI) today announced that on September 2, 2009, Ashford University received an update from the U.S. Department of Education’s Office of Inspector General (OIG) regarding the status of its ongoing compliance audit of Ashford University.

As previously disclosed in Bridgepoint Education’s filings with the Securities and Exchange Commission, the OIG audit services division commenced a compliance audit of Ashford University in May 2008, covering the period March 10, 2005 through June 30, 2009. The OIG indicated it is considering audit findings in the following areas:  compensation policies and practices relating to enrollment advisors; calculation of returns of Title IV program funds; timeliness of returns of Title IV program funds; student authorizations to retain credit balances; disbursements of unearned Title IV program funds; and maintenance of supporting documentation for students’ leaves of absence.

OIG advised Ashford University that the identified findings are tentative and remain under review by the staff of the OIG, and that it expects to issue its draft audit report within the next 30 days.  Bridgepoint Education believes that Ashford University operates in substantial compliance with the regulations of the Department of Education which are applicable to the areas under review, but it expects that this report will assert findings of noncompliance and include draft recommendations to the Office of Federal Student Aid with respect to fines and corrective action.  Ashford University will have 30 days to respond to the draft audit report. Thereafter, the OIG will issue its final audit report to the Office of Federal Student Aid.  Ashford University will have an opportunity to resolve any findings and recommendations with officials of the Office of Federal Student Aid.  Due to the preliminary nature of the OIG’s findings, we cannot predict the extent of the OIG’s draft or final audit findings, or the potential liability or corrective actions that might result from those findings.

“From its inception, Bridgepoint Education has made regulatory compliance a major area of management focus and considers it of utmost importance.  We intend to cooperate fully with regulatory authorities and will respond appropriately once we have had an opportunity to review the OIG’s draft audit report.” said Andrew Clark, Chief Executive Officer of Bridgepoint Education.

About Bridgepoint Education

Bridgepoint Education’s postsecondary education services focus on offering associate’s, bachelor’s, master’s and doctoral programs in the disciplines of business, education, psychology, social sciences and health sciences. Bridgepoint Education’s regionally accredited academic institutions — Ashford University and University of the Rockies — deliver their programs online as well as at traditional campuses located in Clinton, Iowa, and Colorado Springs, Colorado. For more information about Bridgepoint Education, visit www.bridgepointeducation.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements include information relating to future events,  financial performance,  expectations and regulation . These forward-looking statements are based on assumptions and estimates including, without limitation, those regarding: the timing and content of the draft and final audit reports from the Office of Inspector General of the U.S. Department of Education (OIG); the recommendations of the OIG to the U.S. Department of Education regarding any fines or other actions to be taken against Ashford University; and the Company’s expectation that it has meritorious responses to, and will respond appropriately to, the OIG’s audit reports.

Forward-looking statements are based on information available at the time those statements are made and management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual events to differ materially from those expressed in or suggested by the forward-looking statements.  Important factors that could cause such differences include, but are not limited to: the Company’s inability to influence the OIG to change the findings in the OIG’s audit reports; the Company’s inability to address the OIG’s preliminary findings or the ultimate findings of the OIG’s audit reports; the imposition of fines or other corrective measures against the Company’s academic institutions; the Company’s failure to comply with the extensive regulatory framework applicable to its industry, including Title IV of the Higher Education Act and its regulations, and other factors discussed in Part II, Item 1A (Risk Factors) of the Company’s Form 10-Q filed on May 21, 2009 and August 11, 2009, and in other periodic reports the Company may file with the Securities and Exchange Commission from time to time. Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward-looking statements.