As Filed with the Securities and Exchange Commission on January 14, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bridgepoint Education, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 59-3551629 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
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13500 Evening Creek Drive North San Diego, California | | 92128 |
(Address of principal executive offices) | | (Zip Code) |
Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013)
(Full title of the plans)
Andrew S. Clark
CEO and President
Bridgepoint Education, Inc.
13500 Evening Creek Drive North
San Diego, CA 92128
(Name and Address of Agent For Service)
(858) 668-2586
(Telephone number, including area code, of agent for service)
Copy to:
Martin J. Waters, Esq.
Wilson Sonsini Goodrich & Rosati, PC
12235 El Camino Real, Suite 200
San Diego, CA 92130-3002
Telephone: (858) 350-2300
Facsimile: (858) 350-2399
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
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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 (as amended and restated May 13, 2013) | | 916,993 |
| shares | | $ | 6.975 |
| (2) | | $ | 6,396,026.18 |
| | $ | 644.08 |
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(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. |
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(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 7, 2016. |
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers 916,993 additional shares of common stock, par value $0.01 per share, of Bridgepoint Education, Inc. (the “Registrant”) that may be issued pursuant to the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013), commencing January 1, 2016.
In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statement on Form S-8 (File No. 333-159220) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on May 13, 2009 are incorporated by reference into this Registration Statement, except as modified or superseded hereby.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:
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(a) | Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed on March 10, 2015; |
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(b) | Quarterly Reports on Form 10-Q filed on May 5, 2015, August 4, 2015 and November 6, 2015; |
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(c) | Current Reports on Form 8-K filed on February 3, 2015, February 6, 2015, March 19, 2015, March 26, 2015, March 31, 2015, May 14, 2015, July 9, 2015, July 17, 2015, August 11, 2015, August 14, 2015, October 1, 2015, October 23, 2015, December 16, 2015, December 17, 2015 and December 29, 2015; and |
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(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. |
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to be furnished and not filed under Item 2.02 or Item 7.01 of Form 8-K shall not be deemed to be incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The accompanying Index to Exhibits is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on January 14, 2016.
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| BRIDGEPOINT EDUCATION, INC. |
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| By: | /s/ ANDREW S. CLARK |
| | Name: Andrew S. Clark |
| | Title: CEO and President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Name and Signature | | Title | | Date |
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/s/ ANDREW S. CLARK | | CEO and President and Director (Principal Executive Officer) | | January 14, 2016 |
Andrew S. Clark | | | |
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/s/ KEVIN ROYAL | | Executive Vice President/Chief Financial Officer (Principal Financial Officer) | | January 14, 2016 |
Kevin Royal | | | |
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/s/ RUSSELL SAKAMOTO | | Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | January 14, 2016 |
Russell Sakamoto | | | |
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Directors: | | | | |
Ryan Craig | | | | |
Dale Crandall | | | | |
Marye Anne Fox | | | | |
Patrick T. Hackett | | | | |
Robert Hartman | | | | |
Victor K. Nichols | | | | |
Adarsh Sarma | | | | |
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By: | /s/ ANDREW S. CLARK | | | | January 14, 2016 |
| Andrew S. Clark | | | | |
| Attorney-In-Fact | | | | |
INDEX TO EXHIBITS
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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 | | 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 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). |
99.5 | | 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). |
99.6 | | 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). |
99.7 | | 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). |
99.8 | | 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). |
99.9† | | 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). |
99.10 | | 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). |
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† | 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. |
EXHIBIT 5.1
January 14, 2016
Bridgepoint Education, Inc.
13500 Evening Creek Drive North
San Diego, California, 92128
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 916,993 shares of your common stock, par value $0.01 per share (the “Shares”), reserved for issuance under the 2009 Stock Incentive Plan, as amended and restated May 13, 2013. As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the 2009 Plan.
It is our opinion that the Shares, when issued and sold in the manner referred to in the 2009 Plan and pursuant to the agreements which accompany the 2009 Plan, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 2015, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Bridgepoint Education Inc.'s Annual Report on Form 10-K for the year ended December 31, 2014.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
January 14, 2016
EXHIBIT 24.1
POWER OF ATTORNEY - BRIDGEPOINT EDUCATION, INC. DIRECTORS
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors of BRIDGEPOINT EDUCATION, INC., a Delaware corporation (the “Company”), hereby nominates and appoints ANDREW S. CLARK and KEVIN ROYAL, and each of them acting or signing singly, as such director's agents and attorneys-in-fact, in such director's respective name and in the capacity or capacities indicated below, to execute and/or file with the Securities and Exchange Commission (the “SEC”), with all exhibits thereto and other documents filed in connection therewith or constituting a part thereof:
(1) a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration under the Securities Act of additional shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company that may be issued, effective as of January 1, 2016, pursuant to Section 5(b) of the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013) (the “2009 Plan”); and
(2) any one or more amendments to any part of the Registration Statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Securities Act to keep the Registration Statement effective or to terminate its effectiveness.
Section 5(b) of the 2009 Plan provides that the maximum aggregate number of shares of Common Stock that may be issued under the 2009 Plan will be increased on January 1, 2016, by a number of shares of Common Stock equal to the lesser of (i) two percent (2%) of the number of shares of Common Stock issued and outstanding on December 31, 2015, (ii) 1,300,000 shares of Common Stock, or (iii) an amount determined by the Company's Board of Directors.
Further, each of the undersigned does hereby authorize and direct such agents and attorneys-in-fact to take any and all actions and to execute and file any and all documents with the SEC or state regulatory agencies necessary, proper or convenient in their opinion to comply with the Securities Act and the rules and regulations or orders of the SEC or state regulatory agencies adopted or issued pursuant thereto, to the end that the Registration Statement shall become effective under the Securities Act and any other applicable law.
Finally, each of the undersigned does hereby ratify, confirm and approve each and every act and document which the said appointed agents and attorneys-in-fact may take, execute or file pursuant to the foregoing with the same force and effect as though such action had been taken or such document had been executed or filed by the undersigned, respectively.
This Power of Attorney shall remain in full force and effect until revoked or superseded by written notice filed with the SEC.
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Signature | | Title | | Date |
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/s/ Ryan Craig | | Director | | January 14, 2016 |
Ryan Craig | | | | |
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/s/ Dale Crandall | | Director | | January 14, 2016 |
Dale Crandall | | | | |
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/s/ Marye Anne Fox | | Director | | January 14, 2016 |
Marye Anne Fox | | | | |
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/s/ Patrick T. Hackett | | Director | | January 14, 2016 |
Patrick T. Hackett | | | | |
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/s/ Robert Hartman | | Director | | January 14, 2016 |
Robert Hartman | | | | |
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/s/ Victor K. Nichols | | Director | | January 14, 2016 |
Victor K. Nichols | | | | |
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/s/ Adarsh Sarma | | Director | | January 14, 2016 |
Adarsh Sarma | | | | |
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