UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement Under
Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment
No. 4)
FRANKLIN
COVEY CO.
(Name
of Subject Company (Issuer))
FRANKLIN
COVEY CO.
(Name
of Filing Person (Issuer))
COMMON
STOCK, $0.05 PAR VALUE PER SHARE
(Title
of Class of Securities)
353469109
(CUSIP
Number of Class of Securities)
Robert A.
Whitman
Chairman
and Chief Executive Officer
Franklin
Covey Co.
2200
West Parkway Boulevard
Salt
Lake City, UT 84119-2099
(801)
817-1776
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and
Communications on Behalf of the Filing Person(s))
With
a copy to:
Nolan S.
Taylor
Dorsey
& Whitney LLP
136
South Main Street, 10th Floor
Salt
Lake City, UT 84101
(801)
933-7360
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CALCULATION
OF FILING FEE
|
|
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TRANSACTION
VALUATION*
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AMOUNT
OF FILING FEE**
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|
$28,000,000
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$1,101
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*
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Estimated
solely for purposes of calculating the filing fee only, this amount is
based on the purchase of 2,666,666 shares of common stock at the maximum
tender offer price of $10.50.
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**
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The
amount of the filing fee calculated in accordance with Rule 0-11 of
the Exchange Act, equals $39.30 per million of the value of the
transaction.
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| x |
Check
box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its
filing.
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|
Amount
Previously Paid:
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$1,101.00
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Filing
Party:
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Franklin
Covey Co
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Form
or Registration No.:
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Schedule
TO
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Date
Filed:
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July
29, 2008
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|
o
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Check
box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
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Check
the appropriate boxes to designate any transactions to which the statement
relates:
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o third-party
tender offer subject to Rule 14d-1
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o going-private
transaction subject to
Rule 13e-3
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x issuer tender
offer subject to Rule 13e-4
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o amendment to
Schedule 13D under
Rule 13d-2
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer. x
EXPLANATORY
NOTE
This
Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended prior to the date hereof, the “Schedule
TO”) originally filed with the Securities and Exchange Commission on July 29,
2008, which relates to the offer by Franklin Covey Co., a Utah corporation (the
“Company”), to purchase for cash up to $28,000,000 in value of shares of its
common stock, $0.05 par value per share, at a price not greater than $10.50
per share nor less than $9.00 per share, net to the seller in cash, less
any applicable withholding taxes and without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated July
29, 2008, as amended and supplemented, a copy of which is filed as
Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal
(which together, as they may be amended and supplemented from time to time,
constitute the “Offer”), a copy of which is filed as Exhibit (a)(1)(B) to
the Schedule TO.
Except as
specifically provided herein, the information contained in the Schedule TO
remains unchanged and this Amendment does not modify any of the information
previously reported on Schedule TO.
Item 11. Additional
Information
Item 11
of the Schedule TO is hereby amended and supplemented by inserting at the end
thereof the following:
On
September 5, 2008, the Company filed Amendment No. 3 to its Schedule TO
announcing the final results of the Offer. The Company originally
reported that it had accepted for purchase 3,027,018 shares. The
correct number of shares that the Company has accepted for purchase is
actually 3,027,027.
SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
FRANKLIN
COVEY CO.
By: /s/ Robert A.
Whitman
Name: Robert A.
Whitman
Title:
Chairman and Chief Executive Officer
Dated: September
10, 2008
EXHIBIT
INDEX
Exhibit
No. Exhibit
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(a)(1)(A)*
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Offer
to Purchase dated July 29, 2008.
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(a)(1)(B)*
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Letter
of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on
Form W-9).
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(a)(1)(C)*
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Notice
of Guaranteed Delivery.
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(a)(1)(D)*
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Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
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(a)(1)(E)*
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Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(1)(F)*
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Letter
to Participants in the Employee Stock Purchase
Plan.
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(a)(1)(G)*
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Withdrawal
Form to the Participants in the Employee Stock Purchase
Plan.
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(a)(1)(H)*
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Letter
to Shareholders.
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(a)(1)(I)*
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Letter
to Warrant Holders.
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(a)(2)
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Not
applicable.
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(a)(3)
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Not
applicable.
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(a)(4)
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Not
applicable.
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(a)(5)(1)*
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Press
Release, dated July 29, 2008.
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(a)(5)(2)
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Press
Release, dated July 10, 2008.(1)
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(a)(5)(3)
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Press
Release, dated July 7, 2008.(2)
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(a)(5)(4)
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Press
Release, dated May 22, 2008.(3)
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(a)(5)(5)*
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Press
Release dated August 28, 2008.
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(a)(5)(6)*
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Press
Release dated September 5, 2008.
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(b)
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Not
applicable.
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(d)(1)
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Amended
and Restated Shareholders Agreement dated March 8, 2005, between
the Company and Knowledge Capital Investment
Group.(4)
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(d)(2)
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Amended
and Restated Registration Rights Agreement dated March 8, 2005,
between the Company and Knowledge Capital Investment
Group.(4)
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(d)(3)
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Form
of Warrant to purchase shares of common stock issued by the Company to
holders of shares of Series A Preferred Stock other than Knowledge Capital
Investment Group.(4)
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(d)(4)
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Warrant
dated March 8, 2005, to purchase 5,913,402 shares of common
stock issued by the Company to Knowledge Capital Investment
Group.(4)
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(d)(5)
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Franklin
Covey Co. Amended and Restated 2000 Employee Stock Purchase
Plan.(5)
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(d)(6)
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Franklin
Covey Co. 2004 Employee Stock Purchase
Plan.(6)
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(d)(7)
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Franklin
Quest Co. Amended and Restated 1992 Stock Incentive
Plan.(7)
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(d)(8)
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First
Amendment to the Franklin Quest Co. Amended and Restated 1992 Stock
Incentive Plan.(8)
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(d)(9)
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Third
Amendment to the Franklin Covey Co. Amended and Restated 1992 Stock
Incentive Plan.(9)
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(d)(10)
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Fifth
Amendment to the Franklin Covey Co. Amended and Restated 1992 Stock
Incentive Plan.(10)
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(d)(11)
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Amended
and Restated Option Agreement for the Franklin Covey Co. 1992 Stock
Incentive Plan dated December 8, 2004, between the Company and
Robert A. Whitman.(11)
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(d)(12)
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Agreement
for the Issuance of Restricted Shares under the Franklin Covey Co. Amended
and Restated 1992 Stock Incentive Plan dated December 8, 2004,
between the Company and Robert A.
Whitman.(11)
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(d)(13)
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Franklin
Covey Co. 2004 Non-Employee Directors’ Stock Incentive
Plan.(12)
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(d)(14)
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First
Amendment to Franklin Covey Co. 2004 Non-Employee Directors’ Stock
Incentive Plan.(13)
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(d)(15)*
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Letter
Agreement with Knowledge Capital, dated July 23,
2008.
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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*
Previously filed with the Schedule TO
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(1)
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Incorporated
by reference to Exhibit 99.1 of the Company’s Current Report on
Form 8-K filed with the Commission on July 10, 2008. (File No.
001-11107)
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(2)
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Incorporated
by reference to Exhibit 99.1 of the Company’s Current Report on
Form 8-K filed with the Commission on July 8, 2008. (File No.
001-11107)
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(3)
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Incorporated
by reference to Exhibit 99.1 of the Company’s Current Report on
Form 8-K filed with the Commission on May 22, 2008. (File No.
001-11107)
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(4)
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Incorporated
by reference Exhibit 99.1, Exhibit 99.2, Exhibit 99.4 and Exhibit 99.5 to
the Company’s Current Report on Form 8-K filed with the Commission on
March 10, 2005. (File No.
001-11107)
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(5)
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Incorporated
by reference to the Company’s Report on Form S-8 filed with the
Commission on May 31, 2000, Registration No.
333-38172.
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(6)
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Incorporated
by reference as Appendix A to the Company’s Definitive Proxy
Statement filed with the Commission on February 1, 2005. (File
No. 001-11107)
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(7)
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Incorporated
by reference to Registration Statement on Form S-1 filed with the
Commission on January 3, 1994, Registration No.
33-73728.
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(8)
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Incorporated
by reference to Definitive Proxy Statement on Form DEF 14A dated November
5, 1993. (File No. 001-11107)
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(9)
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Incorporated
by reference to Definitive Proxy Statement on Form DEF 14A filed with the
Commission on December 3, 1999. (File No.
001-11107)
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(10)
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Incorporated
by reference as Appendix A to the Company’s Definitive Proxy
Statement filed with the Commission on December 12, 2005. (File
No. 001-11107)
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(11)
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Incorporated
by reference to Exhibit 99.1, and Exhibit 99.2 of the Company’s Current
Report on Form 8-K filed with the Commission on
December 14, 2004. (File No.
001-11107)
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(12)
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Incorporated
by reference to the Company’s Current Report on Form 8-K filed with
the Commission on March 25, 2005. (File No.
001-11107)
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(13)
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Incorporated
by reference as Appendix B to the Company’s Definitive Proxy
Statement filed with the Commission on December 12, 2005. (File
No.
001-11107)
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