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
|
87-0401551
|
|
|
(State
or other jurisdiction of incorporation)
|
(IRS
Employer Identification Number)
|
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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||||
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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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|
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Stephen D.
Young
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||||
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Chief Financial
Officer
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Exhibit
99.1
FranklinCovey
Announces Completion of the Sale of its Consumer Solutions Business Unit and an
Investor Webinar to be held on July 11, 2008
FranklinCovey
to Use Proceeds From Sale to Repurchase Common Stock
SALT LAKE
CITY, July 7, 2008, — FranklinCovey (NYSE: FC) today announced that it has
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. FranklinCovey
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.
FranklinCovey
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.
Investor
Webinar
The
Company also announced that it will host an investor webinar to discuss with
shareholders and the financial community the Company’s financial results for its
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 will 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.
About
FranklinCovey
FranklinCovey
(NYSE: FC) is the global consulting and training leader in the areas of strategy
execution, customer loyalty, leadership and individual
effectiveness. Clients include 90 percent of the Fortune 100, more
than 75 percent of the Fortune 500, thousands of small- and mid-sized
businesses, as well as numerous government entities and educational
institutions. FranklinCovey (www.franklincovey.com)
has 46 direct and licensee offices providing professional services in 147
countries.
About
Peterson Partners
Peterson
Partners, a leading Intermountain West investment firm based in Salt Lake City,
Utah, specializes in investing in small- to mid-sized companies, and has a track
record of successful investments including JetBlue, Making Memories,
EnergySolutions, 3form, Cranium, Asurion, Instashred, Winder Farms, MITY
Enterprises, and Diamond Rental. Founded in 1995, Peterson Partners has managed
over $400 million in committed capital through five funds.
Forward-Looking
Statements
This
press release contains 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 press release are based
upon information available as of the date of this press release. Such
information may change or become invalid after the date of this press release,
and, by making these forward-looking statements, the Company undertakes no
obligation to update these statements after the date of this press release,
except as required by law.
Tender
Offer Statement
This
press release 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 FranklinCovey 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 FranklinCovey’s
information agent to be appointed in connection with the offer.
Investor
Contact:
FranklinCovey
Steve
Young
801-817-1776
Steve.Young@franklincovey.com
Media
Contact:
FranklinCovey
Debra
Lund
801-244-4474
Debra.Lund@franklincovey.com