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):
July
7, 2008
FRANKLIN
COVEY CO.
(Exact
name of registrant as specified in its charter)
Commission
File No. 1-11107
|
Utah
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87-0401551
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|
|
(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification Number)
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2200
West Parkway Boulevard
Salt
Lake City, Utah 84119-2099
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code: (801) 817-1776
Former
name or former address, if changed since last report: Not Applicable
______________________
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:
[
] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
[X] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
7.01 Regulation
FD Disclosure
On July
7, 2008, Franklin Covey Co. (the Company) announced that it completed its
previously announced sale of substantially all of the assets of its Consumer
Solutions Business Unit (CSBU) to Franklin Covey Products,
LLC. Franklin Covey Products, LLC, which is controlled by Peterson
Partners, a private equity firm, purchased the CSBU assets for $32.0 million in
cash subject to adjustments for net working capital. The Company
invested $1.755 million to purchase a 19.5% voting interest in the new company
and made a $1.0 million preferred capital contribution with a 10 percent
priority return. The Company also has the opportunity to earn
contingent license fees as Franklin Covey Products, LLC achieves certain
performance objectives.
The
Company currently intends to utilize the net sale proceeds to repurchase shares
of its common stock pursuant to a Dutch auction tender offer, which it
anticipates will commence in the fourth quarter of fiscal 2008.
A copy of
the press release announcing the completion of the sale is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Item
8.01 Other
Events
On July
7, 2008, the Company also announced that it will host a discussion for
shareholders and the financial community to review its financial results for the
fiscal quarter and three quarters ended May 31, 2008, the recent sale of the
CSBU assets, and to the extent applicable, the proposed self tender
offer. The discussion is scheduled to be held on Friday, July 11,
2008 at 11:00 a.m. Eastern Daylight time (9:00 a.m. Mountain Daylight
time).
Interested
persons can participate by calling 1-888-396-2356, access code: 88095150 and by
logging on to http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=102601&eventID=1895357.
A copy of
the associated press release is attached as exhibit 99.1 to this current report
on Form 8-K.
FORWARD
LOOKING STATEMENTS
This
current report and the exhibits furnished herewith contain forward-looking
statements related to, among other things, a proposed tender
offer. These statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that forward-looking statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from those contemplated in the forward-looking
statements. Such risks and uncertainties include, but are not limited
to, the Company may decide, for any number of reasons, not to pursue the tender
offer, the conditions to any such tender offer may not be satisfied, market
conditions and the price of the Company’s stock may not be favorable, general
economic conditions, the Company’s cash needs, shareholders may not tender
shares in response to the offer in sufficient numbers to make the tender offer
advisable, and other risks and uncertainties outlined in the Company’s documents
filed with the SEC, including the Company’s most recent annual report on Form
10-K for the fiscal year ended August 31, 2007 as filed with the Securities and
Exchange Commission. All forward-looking statements and other
information in this current report are based upon information available as of
the date of this report. Such
information
may change or become invalid after the date of this report, and, by making these
forward-looking statements, the Company undertakes no obligation to update these
statements after the date of this report, except as required by
law.
TENDER
OFFER STATEMENT
This
communication is for informational purposes only and is not an offer to buy, or
the solicitation of an offer to sell, any shares. The full details of
any tender offer, including complete instructions on how to tender shares, will
be included in the offer to purchase, the letter of transmittal and related
materials, which would be mailed to shareholders promptly following commencement
of the offer. Shareholders should read carefully the offer to
purchase, the letter of transmittal and other related materials when they are
available because they will contain important
information. Shareholders may obtain free copies, when available, of
the offer to purchase and other related materials that will be filed by Franklin
Covey Co. with the Securities and Exchange Commission at the Commission’s
website at www.sec.gov. When available, shareholders also may obtain
a copy of these documents, free of charge, from the Company’s information agent
to be appointed in connection with the offer.
Item
9.01 Financial
Statements and Exhibits
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(d)
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Exhibits:
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99.1
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Press release announcing the completion of the sale of the Consumer
Solutions Business Unit and Investor Webinar, dated July 7,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FRANKLIN
COVEY CO.
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Date:
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July 7, 2008
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By:
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/s/ Stephen D. Young
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Stephen D.
Young
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Chief Financial
Officer
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