UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported):
May
22, 2008
FRANKLIN
COVEY CO.
(Exact
name of registrant as specified in its charter)
Commission
File No. 1-11107
|
Utah
(State
or other jurisdiction of incorporation)
|
87-0401551
(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))
[
] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
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Item
1.01
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Entry into a Material Definitive
Agreement
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On May
22, 2008, Franklin Covey Co. (the Company) filed a Form 8-K announcing that it
had joined with Peterson Partners V, L.P. to create a new limited liability
company, Franklin Covey Products, LLC (Franklin Covey Products), to pursue the
strategic growth of Franklin Covey branded products throughout the
world. To accomplish this objective, the Company entered into a
definitive agreement to sell substantially all of the assets of its Consumer
Solutions Business Unit (CSBU) to Franklin Covey Products (the Sale
Agreement). The Company is filing this amended Form 8-K to attach a
copy of the Sale Agreement as Exhibit 2.1 hereto and to incorporate the Sale
Agreement herein by reference.
The Sale
Agreement has been included to provide investors and shareholders with
information regarding its terms and conditions. Except for its status
as a contractual document that establishes and governs the legal relations among
the parties thereto with respect to the transaction described in this Form
8-K/A, the Sale Agreement is not intended to be a source of factual, business,
or operational information about the parties.
Certain
of the contractual representations or warranties made by the parties in the Sale
Agreement are subject to a standard of materiality that may be different from
what shareholders of the Company may view as material to their
interests. Representations and warranties may be used as a tool to
allocate risks between the respective parties to the Sale Agreement, including
where the parties do not have complete knowledge of all the
facts. Investors in the Company’s securities are not third-party
beneficiaries under the Sale Agreement and should not rely on the
representations, warranties, and covenants or any description thereof as
characterizations of the actual state of facts or condition of the parties or
any of their affiliates.
FORWARD
LOOKING STATEMENTS
This Form
8-K and the exhibits furnished herewith contain forward-looking statements
related to, among other things, the completion of the sale of CSBU and the other
transactions contemplated by the Sale Agreement. These statement 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 ability of the parties to the Sale Agreement to satisfy the conditions
to closing specified in the Sale Agreement, 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.
Item
9.01 Financial Statements and Exhibits
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(d) Exhibits:
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|
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2.1
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Master
Asset Purchase Agreement between Franklin Covey Products, LLC and Franklin
Covey Co. dated May 22, 2008.*
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99.1
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Press
release announcing the sale of Consumer Solutions Business Unit dated May
22, 2008.**
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*
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Schedules
and exhibits to the Master Asset Purchase Agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The Company
hereby undertakes to furnish on a supplemental basis, a copy of any
omitted schedules and exhibits to the Securities and Exchange Commission
upon request.
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**
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Previously
filed.
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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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May 29, 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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||||
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Chief Financial
Officer
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