0001305323-11-000010.txt : 20110722 0001305323-11-000010.hdr.sgml : 20110722 20110722160844 ACCESSION NUMBER: 0001305323-11-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110722 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20110722 DATE AS OF CHANGE: 20110722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bridgepoint Education Inc CENTRAL INDEX KEY: 0001305323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 593551629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 11982675 BUSINESS ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 858-668-2586 MAIL ADDRESS: STREET 1: 13500 EVENING CREEK DR. #600 CITY: SAN DIEGO STATE: CA ZIP: 92128 8-K 1 form8-kxfilingofformsx3.htm Form 8-K - Filing of Form S-3


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): July 22, 2011
 BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34272
 
59-3551629
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
13500 Evening Creek Drive North, Suite 600
San 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):
 o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1


Item 7.01.     Regulation FD Disclosure.
On July 22, 2011, we filed a registration statement on Form S-3 with the Securities and Exchange Commission to register the resale of 34,589,220 shares of our common stock held by Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus"). We are not selling any common stock in this offering and will not receive any of the proceeds from the sale of common stock by Warburg Pincus. Upon effectiveness of the registration statement, Warburg Pincus, and its permitted transferees or other successors-in-interest, may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The registration will not result in a dilution of shares of common stock currently outstanding.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale, offer or solicitation of these securities in any state or jurisdiction in which such sale, offer or solicitation would be unlawful.


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: July 22, 2011
 
Bridgepoint Education, Inc.
 
 
 
 
By:
/s/ Diane L. Thompson
 
 
Name:  Diane L. Thompson
 
 
Title: Senior Vice President, Secretary and General Counsel