Bridgepoint Education Inc (Form: S-8, Received: 01/17/2017 16:49:14)

As Filed with the Securities and Exchange Commission on January 17, 2017

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" and "smaller reporting 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 o



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)	929,564	shares	$	10.28	$	9,555,917.92	$	1,107.53

(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 January 6, 2017.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) registers 929,564 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, 2017.

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, 2015 filed on March 8, 2016;


(b)	Quarterly Reports on Form 10-Q filed on May 3, 2016, August 2, 2016 and November 8, 2016;


(c)	Current Reports on Form 8-K filed on March 18, 2016, March 23, 2016, March 25, 2016, March 31, 2016, May 20, 2016, May 24, 2016, May 26, 2016, June 22, 2016, July 12, 2016, August 9, 2016, August 22, 2016, September 12, 2016, September 16, 2016 and November 4, 2016; and


(d)	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 January 17, 2017 .



	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)	January 17, 2017
Andrew S. Clark		CEO, President and Director (Principal Executive Officer)

/s/ KEVIN ROYAL		Executive Vice President/Chief Financial Officer (Principal Financial Officer)	January 17, 2017
Kevin Royal

/s/ RUSSELL SAKAMOTO		Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	January 17, 2017
Russell Sakamoto

Directors:
Ryan Craig
Dale Crandall
Patrick T. Hackett
Robert Hartman
Kenneth I. Juster
Victor K. Nichols

By:	/s/ ANDREW S. CLARK		January 17, 2017
	Andrew S. Clark
	Attorney-In-Fact

INDEX TO EXHIBITS



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		First Amendment to the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended and restated May 13, 2013).
99.3		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).
99.4		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).
99.5		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).
99.6		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).
99.7		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).
99.8		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).
99.9		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).
99.10†		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).
99.11		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).


†	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



	12235 El Camino Real, Suite 200 San Diego, CA 92130-3002 PHONE 858.350.2300 FAX 858.350.2399 www.wsgr.com

January 13, 2017

Bridgepoint Education, Inc.
8620 Spectrum Center Blvd

San Diego, California, 92123

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 929,564 shares of your common stock, par value $0.01 per share (the “Shares”), reserved for issuance under the Amended and Restated 2009 Stock Incentive Plan, as amended. 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



AUSTIN	BEIJING	BRUSSELS	HONG KONG	LOS ANGELES	NEW YORK	PALO ALTO	SAN DIEGO



SAN FRANCISCO	SEATTLE	SHANGHAI	WASHINGTON, DC	WILMINGTON, DE

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 8, 2016, 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, 2015.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

January 17, 2017

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, 2017, pursuant to Section 5(b) of the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (as amended) (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, 2017 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, 2016, (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.



Signature	Title	Date

/s/ Ryan Craig	Director	January 11, 2017
Ryan Craig

/s/ Dale Crandall	Director	January 11, 2017
Dale Crandall

/s/ Patrick T. Hackett	Director	January 11, 2017
Patrick T. Hackett

/s/ Robert Hartman	Director	January 11, 2017
Robert Hartman

/s/ Kenneth I. Juster	Director	January 11, 2017
Kenneth I. Juster

/s/ Victor K. Nichols	Director	January 11, 2017
Victor K. Nichols

FIRST AMENDMENT TO THE
BRIDGEPOINT EDUCATION, INC. 2009 STOCK INCENTIVE PLAN

(as amended and restated May 13, 2013)

Bridgepoint Education, Inc., a Delaware corporation (the “Company”), previously established the Bridgepoint Education, Inc. 2009 Stock Incentive Plan (the “Plan”). The Plan was amended and restated in its entirety effective as of May 13, 2013, upon stockholder approval at the Company’s 2013 Annual Meeting of Stockholders. By adoption of this First Amendment, the Company now desires to amend the Plan to authorize the award of “Performance Cash” as set forth below.

1. This First Amendment shall be effective as of the date on which it is approved by the Company’s stockholders at the Company’s 2016 Annual Meeting of Stockholders.

2. Section 1 ( Introduction ) of the Plan is hereby amended by amending and restating the third and fourth paragraphs in their entirety to read as follows:

The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Stock Units and Performance Cash.

This Plan and all Awards shall be construed in accordance with and governed by the laws of the State of Delaware, but without regard to its conflict of law provisions. Capitalized terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or any related Stock Option Agreement, SAR Agreement, Stock Grant Agreement, Stock Unit Agreement or Performance Cash Agreement.

3. Section 2(b) ( Definitions - Award ) of the Plan is hereby amended and restated in its entirety to read as follows:

(b) “ Award ” means any award of an Option, SAR, Stock Grant, Stock Unit, or Performance Cash under the Plan.

4. Section 2(ag) ( Definitions – Performance Period ) of the Plan is hereby amended and restated in its entirety to read as follows:

(ag) “ Performance Period ” means any one or more periods of time as determined by the Committee in its sole discretion, within which the Performance Goals applicable to an Award are to be achieved. The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.

5. Section 2 ( Definitions ) of the Plan is hereby amended by adding the following new definitions to the end thereof to read as follows:

(az) “ Performance Cash ” means a right to receive a specified amount of cash payable upon the satisfaction of any one or more Performance Goals and/or other conditions (including, without limitation, continued Service through a specified date) as determined by the Committee and set forth in the applicable Performance Cash Agreement.

(aaa) “ Performance Cash Agreement ” means the agreement described in Section 10A evidencing each Award of Performance Cash.

6. Section 3(c) ( Indemnification ) of the Plan is hereby amended by amending and restating clause (i) in its entirety to read as follows:

(i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Stock Option Agreement, SAR Agreement, Stock Grant Agreement, Stock Unit Agreement or Performance Cash Agreement, and

7. Section 4(f) ( Performance Conditions ) of the Plan is hereby amended by amending and restating the third sentence of the first paragraph in its entirety to read as follows:

Any Performance Goals applicable to Stock Grants, Stock Units and/or Performance Cash that are intended to qualify as performance-based compensation under Code Section 162(m) will be set by the Committee on or before the Determination Date.

8. Section 4(f) ( Performance Conditions ) of the Plan is hereby amended by amending and restating clause (A) of the second paragraph in its entirety to read as follows:

(A) to the extent specified at the time of grant of an Award, reduce (but not increase) the number or amount of Shares, Options, SARs, Stock Units, Performance Cash, or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals on the basis of such further considerations as the Committee in its sole discretion shall determine,

9. Section 4(h) ( Termination of Service ) of the Plan is hereby amended by adding the following new sentence to the end thereof to read as follows:

The consequences of a termination of Service on an Award of Performance Cash shall be governed by the applicable Performance Cash Agreement.

10. Section 5(e) ( Share Limits ) of the Plan is hereby amended by adding the following new clause (viii) to the end thereof to read as follows:

(viii) Limit on Awards of Performance Cash . During any twelve (12) month Performance Period, no Selected Employee shall receive Performance Cash intended to qualify as performance-based compensation under Code Section 162(m) having a value greater than $3,000,000. If the Performance Period is less than or exceeds 12 months, the dollar limit expressed in the preceding sentence shall be reduced or increased proportionately, as the case may be, calculated as the product of: (A) $3,000,000, multiplied by (B) a fraction, the numerator of which is the number of days in the Performance Period and the denominator of which is 365. For example, if the Performance Period is three (3) years, the limit shall be calculated by multiplying: (A) $3,000,000, by (B) a fraction, the numerator of which is 1095 and the denominator of which is 365.

11. The Plan is hereby amended by adding the following new Section 10A ( Terms and Conditions of Performance Cash ) immediately following Section 10 ( Terms and Conditions of Stock Units ) to read as follows:

SECTION 10A. TERMS AND CONDITIONS OF PERFORMANCE CASH.

(a) Performance Cash Agreement . Each grant of Performance Cash under the Plan shall be evidenced by a Performance Cash Agreement between the Participant and the Company. Performance Cash shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Performance Cash Agreement shall

set forth the Performance Goals and/or other conditions applicable to the Award (including, without limitation, continued Service through a specified date), the amount of cash payable pursuant to the Award and the time of payment for each Award. The provisions of the various Performance Cash Agreements entered into under the Plan need not be identical.

(b) Performance Conditions . An Award of Performance Cash grants the Participant the right to receive an amount of cash payable upon the satisfaction of any one or more Performance Goals and/or other conditions (including, without limitation, continued Service through a specified date) as determined by the Committee and set forth in the Performance Cash Agreement. For the avoidance of doubt, the performance conditions applicable to an Award of Performance Cash intended to qualify as performance-based compensation under Code Section 162(m) are limited to the Performance Goals listed in Section 2(af).

12. Section 12(b) ( Acceleration ) of the Plan is hereby amended by adding the following new sentence to the end thereof to read as follows:

The consequences of a merger or other reorganization, or a Change In Control on an Award of Performance Cash shall be governed by the applicable Performance Cash Agreement.

13. This First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this First Amendment.