As Filed with the Securities and Exchange Commission on March 26, 2019
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)
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)
Amended and Restated Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended)
(Full title of the plans)

Andrew S. Clark
CEO and President
Bridgepoint Education, Inc.
8620 Spectrum Center Blvd.
San Diego, CA 92123
(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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act.   ☐
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)
 
543,368

shares
 
$
6.82

 
$
3,703,052.92

 
$
448.81

(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 March 14, 2019.





REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers  543,368 additional shares of common stock, par value $0.01 per share, of Bridgepoint Education, Inc. (the “Registrant”) that may be issued pursuant to the Amended and Restated Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended), commencing January 1, 2019.
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:
(a)
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed on March 12, 2019; and
(b)
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.
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 March 26, 2019 .
 
BRIDGEPOINT EDUCATION, INC.
 
 
 
 
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.
Name and Signature
 
Title
 
Date
 
 
 
 
 
 
/s/ ANDREW S. CLARK
 
CEO, President and Director (Principal Executive Officer)
 
March 26, 2019
Andrew S. Clark
 
 
 
 
 
 
 
 
 
/s/ KEVIN ROYAL
 
Chief Financial Officer (Principal Financial Officer)
 
March 26, 2019
Kevin Royal
 
 
 
 
 
 
 
 
 
/s/ STEVEN BURKHOLDER
 
Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
 
March 26, 2019
Steven Burkholder
 
 
 
 
 
 
 
 
 
Directors:
 
 
 
 
Teresa S. Carroll
 
 
 
 
Ryan Craig
 
 
 
 
Dale Crandall
 
 
 
 
Robert Hartman
 
 
 
 
Michael B. Horn
 
 
 
Kirsten M. Marriner
 
 
 
 
Victor K. Nichols
 
 
 
 
George Pernsteiner
 
 
 
 
 
 
 
 
 
 
By:
/s/ ANDREW S. CLARK
 
 
 
March 26, 2019
 
Andrew S. Clark
 
 
 
 
 
Attorney-In-Fact
 
 
 
 





INDEX TO EXHIBITS
Exhibit
 
Description of Document
4.1
 
4.2
 
5.1
 
23.1
 
23.2
 
24.1
 
99.1
 
99.2
 
99.3
 
99.4
 
99.5
 
99.6
 
99.7
 
99.8
 
99.9
 
99.10†
 
99.11
 
99.12
 
99.13
 
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.


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