Delaware | 59-3551629 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
13500 Evening Creek Drive North, Suite 600 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 | 2,038,683 | shares | $ | 12.385 | (2) | $ | 25,249,088.96 | $ | 3,443.98 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall 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 May 17, 2013. |
(a) | Annual Report on Form 10-K filed on March 12, 2013, as amended on May 17, 2013; |
(b) | Quarterly Report on Form 10-Q filed on May 15, 2013 (and related Form 12b-25 filed in connection therewith on May 10, 2013); |
(c) | Current Reports on Form 8-K filed on March 21, 2013, May 10, 2013 and May 16, 2013; and |
(d) | The description of our common stock which is contained in the registration statement on Form 8-A filed on March 30, 2009. |
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 (Principal Executive Officer and President and a Director) | May 21, 2013 | |||
Andrew S. Clark | |||||
/s/ DANIEL J. DEVINE | Executive Vice President/Chief Financial Officer (Principal Financial Officer) | May 21, 2013 | |||
Daniel J. Devine | |||||
/s/ BRANDON J. POPE | Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | May 21, 2013 | |||
Brandon J. Pope | |||||
Directors: | |||||
Ryan Craig | |||||
Dale Crandall | |||||
Marye Anne Fox | |||||
Patrick T. Hackett | |||||
Robert Hartman | |||||
Andrew M. Miller | |||||
Adarsh Sarma | |||||
By: | /s/ ANDREW S. CLARK | May 21, 2013 | |||
Andrew S. Clark | |||||
Attorney-In-Fact |
Exhibit | Description of Document | ||
4.1 | Fifth Amended and Restated Certificate of Incorporation of Bridgepoint Education, Inc. (incorporated herein 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 herein by reference to Exhibit 3.4 to the registrant’s Registration Statement on Form S-1, File No. 333-156408, initially filed with the SEC on December 22, 2008). | ||
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). | ||
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 herein by reference to Exhibit 10.1 to the registrant’s 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 herein 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 herein 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 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 June 27, 2011). | ||
99.6 | Form of Restricted Stock Unit Award Agreement for the 2009 Stock Incentive Plan (Non-Employee Director - Annual Grant) (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q filed May 15, 2013). | ||
99.7 | Form of Restricted Stock Unit Award Agreement for the 2009 Stock Incentive Plan (General - Annual Grant) (incorporated by reference to Exhibit 10.2 to the registrant's Form 10-Q filed May 15, 2013). | ||
99.8 | Form of Restricted Stock Unit Award Agreement for the 2009 Stock Incentive Plan (General - Employee Annual Grant) (incorporated by reference to Exhibit 99.1 to the registrant's Form 8-K filed May 16, 2013). |
Signature | Title | Date | ||
/s/ Ryan Craig | Director | May 14, 2013 | ||
Ryan Craig | ||||
/s/ Dale Crandall | Director | May 14, 2013 | ||
Dale Crandall | ||||
/s/ Marye Anne Fox | Director | May 14, 2013 | ||
Marye Anne Fox | ||||
/s/ Patrick T. Hackett | Director | May 14, 2013 | ||
Patrick T. Hackett | ||||
/s/ Robert Hartman | Director | May 14, 2013 | ||
Robert Hartman | ||||
/s/ Andrew M. Miller | Director | May 14, 2013 | ||
Andrew M. Miller | ||||
/s/ Adarsh Sarma | Director | May 14, 2013 | ||
Adarsh Sarma |