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): March 16, 2010
BRIDGEPOINT EDUCATION, INC.
(Exact name of registrant as specified in charter)
Delaware |
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001-34272 |
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59-3551629 |
(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification |
incorporation) |
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No.) |
13500
Evening Creek Drive North, Suite 600
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92128 |
(Address of principal executive offices) |
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(Zip Code) |
(858) 668-2586
(Registrants 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Nonqualified Deferred Compensation Plan
On March 16, 2010, our compensation committee approved the Bridgepoint Education Nonqualified Deferred Compensation Plan, or the Deferred Compensation Plan, effective as of May 1, 2010. Our named executive officers, along with certain other highly compensated employees and members of our board of directors, are eligible to participate in the Deferred Compensation Plan.
Employees who participate in the Deferred Compensation Plan will be permitted to defer up to 80% of their annual base salary and up to 100% of their annual cash bonuses into the Deferred Compensation Plan. No company contributions will be made to the Deferred Compensation Plan, other than to contribute the matching contributions we would have made to our 401(k) plan on a participants behalf if such participants 401(k) matching contributions are required to be reduced pursuant to applicable 401(k) plan contribution limitations. Participants in the Deferred Compensation Plan may elect to receive distributions while they are still working or they may elect to receive distributions (i) at termination of employment or retirement, (ii) in the event of disability, death or financial hardship, or (iii) in the event we undergo a change of control.
Amendment and Restatement of Employee Stock Purchase Plan
On March 16, 2010, our compensation committee also approved the amendment and restatement of our Employee Stock Purchase Plan, or the ESPP. The ESPP was updated to address the final regulations issued by the Internal Revenue Service and the Treasury Department in November 2009 governing employee stock purchase plans under Section 423 of the Internal Revenue Code, as well as to make certain other immaterial technical and administrative changes.
A copy of the ESPP is filed as Exhibit 99.1 to this report and is incorporated herein by reference. The summary of the ESPP set forth above does not purport to be complete and is qualified in its entirety by reference to such agreement.
Item 9.01 Exhibits and Financial Statements.
(d) |
Exhibits. |
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99.1 |
Amended and Restated Employee Stock Purchase Plan |
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: March 22, 2010 |
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Bridgepoint Education, Inc. |
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By: |
/s/ Daniel J. Devine |
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Name: Daniel J. Devine |
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Title: Chief Financial Officer |
Exhibit 99.1
BRIDGEPOINT EDUCATION, INC.
EMPLOYEE STOCK PURCHASE PLAN
(as amended and restated March 16, 2010)
The Company proposes to grant options for purchase of the Companys Common Stock to Eligible Employees of the Company and its Participating Subsidiaries pursuant to this Plan. The Plan, as approved by the Companys Board and stockholders, became effective as of the IPO, and is hereby amended effective as of the first Offering Period beginning after March 16, 2010. The Company intends this Plan to qualify as an employee stock purchase plan under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code shall have the same definition herein.
Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported by the applicable exchange or the OTC Bulletin Board, as applicable, or a nationally recognized publisher of stock prices or quotations (including an electronic on-line publication). Such determination shall be conclusive and binding on all persons.
The Share Limit shall be 1,000,000, subject to adjustments effected in accordance with Section 16 of this Plan. The Board or the Committee may at such time as it deems necessary implement a Foreign Plan, in which case the Share Limit shall be reduced by the number of Shares issued under the Foreign Plan. Shares issued under this Plan may consist, in whole or in part, of authorized and unissued Shares or treasury shares reacquired in private transactions or open market purchases, but all Shares issued under this Plan and the Foreign Plan shall be counted against the Share Limit.
Subject to adjustment as provided in Section 16, the Share Limit shall be increased on January 1, 2010 and on each subsequent January 1 through and including January 1, 2019, by a number of Shares (the Annual Increase) equal to the lesser of (i) one percent (1%) of the number of Shares issued and outstanding on the immediately preceding December 31, or (ii) 400,000 Shares, or (iii) an amount determined by the Board or the Committee.
The purpose of this Plan is to provide Eligible Employees of the Company and Participating Subsidiaries with a convenient means of acquiring an equity interest in the Company through payroll deductions, to enhance such Employees sense of participation in the affairs of the Company and Participating Subsidiaries, and to provide an incentive for continued employment.
This Plan shall be administered by the Committee. Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Committee and its decisions shall be final and binding upon all persons. Additionally, any inquiries regarding eligibility to participate in the Plan shall be directed to the Committee, whose decision shall be final. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration and carrying out of this Plan shall be paid by the Company.
The Offering Periods of this Plan shall be three (3) months duration commencing on or about January, April, July, and October of each year, respectively (or at such other time or times as may be determined by the Board or the Committee), or such other duration as the Committee shall determine. Within each Offering Period, there may be one or more consecutive Purchase Periods each of such number and duration as may be determined by the Board or the Committee and which shall cover the entire duration of the Offering Period. The Committee shall have the power to establish additional or alternative sequential or overlapping Offering Periods, a different duration for one or more Offering Periods or Purchase Periods, or different Offering Dates and Purchase Dates without stockholder approval if such change is announced prior to the relevant Offering Period or Purchase Period (as applicable) or prior to such other time period as specified by the Committee; provided , that , the duration of each Offering Period shall not exceed twenty-seven (27) months.
Eligible Employees may become Participants in an Offering Period under this Plan on the Offering Date, after satisfying the eligibility requirements, by delivering a subscription agreement to the Company prior to such Offering Date, or such other time period as specified by the Committee. Enrollment will become effective upon the first day of an Offering Period. An Eligible Employee who does not deliver a subscription agreement to the Company after becoming eligible to participate in an Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such Employee enrolls in this Plan by delivering a subscription agreement with the Company prior to such Offering Period, or such other time period as specified by the Committee. Once an Employee becomes a Participant in an Offering Period, such Employee shall automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Period unless the Employee withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period as set forth in Section 13 below. Such Participant is not required to file any additional subscription agreement in order to continue participation in this Plan.
Enrollment by an Eligible Employee in this Plan with respect to an Offering Period shall constitute the grant (as of the Offering Date) by the Company to such Employee of an option to purchase on the Purchase Date up to that whole number of Shares determined by a fraction, the numerator of which is the amount accumulated in such Employees payroll deduction account during such Purchase Period and the denominator of which is the per share Purchase Price provided under Section 10. The number of Shares subject to any option granted pursuant to this Plan shall not
exceed the lesser of (x) the maximum number of Shares set by the Committee pursuant to Section 12(b) below with respect to the applicable Purchase Date, or (y) the maximum number of Shares which may be purchased pursuant to Section 12(c) below with respect to the applicable Purchase Date. The Fair Market Value of a Share shall be determined as provided in Section 10 below. Notwithstanding the foregoing, in the event of a change in generally accepted accounting principles which would adversely affect the accounting treatment applicable to any current Offering Period, the Committee may make such changes to the number of Shares purchased at the end of the Purchase Period or the Purchase Price paid as are allowable under generally accepted accounting principles and as it deems necessary in the sole discretion of the Committee to avoid or minimize adverse accounting consequences. To the extent permitted by applicable laws, and as determined by the Committee prior to the beginning of any such Offering Period, if the Fair Market Value of a Share on any Purchase Date is less than the Fair Market Value of a Share for the immediately preceding Offering Periods Offering Date then all Participants in the prior Offering Period shall, after purchasing Shares on the applicable Purchase Date for such Offering Period, be automatically enrolled in the next Offering Period (and, to the extent applicable, removed from the prior Offering Period). A Participant may be enrolled in only one Offering Period at any time.
The Purchase Price per share at which a share of Common Stock shall be sold in any Purchase Period shall be established by the Committee; provided, however, that the Purchase Price on each Purchase Date shall not be less than eighty-five percent (85%) of the lesser of the Fair Market Value of a Share on the (i) Offering Date or (ii) Purchase Date (but in no event less than the par value of a Share). Unless otherwise provided by the Committee, the Purchase Price for each Purchase Period shall be ninety-five percent (95%) of the Fair Market Value of a Share on the Purchase Date.
Termination of a Participants employment for any reason, including retirement, death or the failure of a Participant to remain an Eligible Employee of the Company or of a Participating Subsidiary, shall immediately terminate his or her participation in this Plan and the Participants option to purchase will terminate. In such event, the payroll deductions credited to the Participants account shall be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. For purposes of this Section 14, an Employee shall not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Subsidiary in the case of sick leave, military leave, or any other leave of absence approved by the Board or the Committee, provided, however that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute.
In the event a Participants interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board or the Committee, the Company shall deliver to the Participant all payroll deductions credited to such Participants account. No interest shall accrue on the payroll deductions of a Participant in this Plan.
Subject to any required action by the stockholders of the Company, the number and type of shares of common stock covered by each option under this Plan which has not yet been exercised, the number and type of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been placed under option (collectively, the Reserves) and the Shares subject to the Annual Increase and the Maximum Share Amount, as well as the price per share of Common Stock covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but only on the Common Stock), any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the Company or other change in the corporate structure or capitalization affecting the Companys present Common Stock, provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Committee, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
In the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Committee. The New Exercise Date will be before the date of the Companys proposed dissolution or liquidation. The Committee will notify each Participant in writing or electronically prior to the New Exercise Date, that the Purchase Date for the Participants option has been changed to the New Exercise Date and that the Participants option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 13.
In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates will be shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Companys proposed merger or Change in Control. The Committee will notify each Participant in writing or electronically prior to the New Exercise Date, that the Purchase Date for the Participants option has been changed to the New Exercise Date and that the Participants option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 13.
To the extent that a participating Employee realizes ordinary income in connection with a sale or other transfer of any Shares purchased under the Plan, the Company may withhold amounts needed to cover such taxes from any payments otherwise due and owing to the participating Employee or from Shares that would otherwise be issued to the participating Employee hereunder. Any participating Employee who sells or otherwise transfers Shares purchased under the Plan within two years after the beginning of the Offering Period in which the Shares were purchased must within thirty (30) days of such transfer notify the payroll department of the Company in writing of such transfer.
Neither payroll deductions credited to a Participants account nor any rights with regard to the exercise of an option or to receive Shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by the laws of descent and distribution or as provided in Section 25 below) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect.
Individual accounts shall be maintained for each Participant in this Plan. Each Participant shall receive, at least annually, a report of his or her account setting forth the total payroll deductions accumulated, the number of Shares purchased, the per Share price thereof and the remaining cash balance, if any.
Each Participant shall notify the Company in writing if the Participant disposes of any of the Shares purchased in a Purchase Period pursuant to this Plan if such disposition occurs within the Notice Period. The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing Shares acquired pursuant to this Plan requesting the Companys transfer agent to notify the Company of any transfer of the Shares. The obligation of the Participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates.
Neither this Plan nor the grant of any option hereunder shall confer any right on any Employee to remain in the employ of the Company or any Participating Subsidiary, or restrict the right of the Company or any Participating Subsidiary to terminate such Employees employment.
All Eligible Employees shall have equal rights and privileges with respect to this Plan so that this Plan qualifies as an employee stock purchase plan within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code shall, without further act or amendment by the Company, the Committee or the Board, be reformed to comply with the requirements of Section 423. This Section 22 shall take precedence over all other provisions in this Plan.
All notices or other communications by a Participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
The Plan became effective, after being adopted by the Board on March 4, 2009 and the stockholders of the Company on March 16, 2009, on the date of the IPO. The Plan was subsequently amended and restated by the Board on March 31, 2009 and March 16, 2010. This Plan shall be approved by the stockholders of the Company, in any manner permitted by applicable corporate law, within twelve (12) months before or after the date this Plan is adopted or materially amended by the Board or the Committee. If the stockholders fail to approve the Plan with such twelve month time period, the Plan shall terminate, any right to purchase shares granted hereunder shall be null and void and of no effect, and all contributed funds shall be refunded to participating Employees. No purchase of shares pursuant to this Plan shall occur prior to such stockholder approval. This Plan shall continue until the earlier to occur of (a) termination of this Plan by the Board or the Committee (which termination may be effected by the Board or the Committee at any time), (b) issuance of all of the Shares reserved for issuance under this Plan, or (c) March 3, 2029.
Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.
The Board or the Committee may at any time amend, terminate or extend the term of this Plan, except that any such termination cannot affect options previously granted under this Plan, nor may any amendment make any change in an option previously granted which would adversely affect the right of any Participant, nor may any amendment be made without approval of the stockholders of the Company obtained in accordance with Section 24 above within twelve (12) months of the adoption of such amendment (or earlier if required by Section 24) if such amendment would:
Notwithstanding the foregoing, the Board or the Committee may make such amendments to the Plan as the Board or the Committee determines to be advisable and which do not cause unfavorable accounting treatment, including termination of or changes with respect to current Offering Periods, if the continuation of the Plan or any Offering Period would result in financial accounting treatment for the Plan that is different from the financial accounting treatment in effect on the date this Plan is adopted by the Board or the Committee.
Transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or any successor provision under the Securities Exchange Act of 1934, as amended. If any provision of the Plan or action by the Board or the Committee fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Board or the Committee. Moreover, in the event the Plan does not include a provision required by Rule 16b-3 to be stated herein, such provision (other than one relating to eligibility requirements, or the price and amount of awards) shall be deemed automatically to be incorporated by reference into the Plan.