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):
January
20, 2006
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
January 20, 2006, at the Annual Meeting of Shareholders, Franklin Covey’s (the
Company) shareholders approved an amendment to the Company’s articles of
incorporation to extend the period during which it has the right to redeem
outstanding preferred stock at 100 percent of the liquidation preference, or
$25
per share plus accrued dividends. The amendment extends the current redemption
deadline from March 8, 2006 to December 31, 2006 and provides for the right
to
extend the redemption period for an additional year to December 31, 2007 if
$10.0 million of preferred stock, in addition to prior preferred stock
redemptions, is redeemed before December 31, 2006. The preferred stock
redemption announced for February 13, 2006 (refer to Item 8.01 below) satisfies
the December 31, 2007 redemption extension requirement.
Item
8.01 Other
Events
On
January 23, 2006, the Company announced that it had given notice to the
shareholders of its Series A Preferred Stock for the redemption of $10.0
million, or approximately 400,000 shares, of currently outstanding Series A
Preferred Stock. The Company’s required 15 business-day redemption notice was
dated January 23, 2006 for shareholders of record on that date and preferred
shares will be redeemed from shareholders on a pro-rata basis. The preferred
stock redemption will be made at its liquidation preference, or $25 per share
plus accrued dividends through February 13, 2006, the redemption date. Following
this redemption, the Company will have 1.5 million shares of preferred stock
outstanding.
The
Company also announced that its Board of Directors authorized the purchase
up to
$10.0 million of its currently outstanding common stock. These purchases will
be
made at the Company’s discretion at prevailing market prices and will be subject
to customary regulatory requirements and considerations. The Company does not
have a timetable for the purchase of these common shares and the authorization
by the Board of Directors does not have an expiration date.
Item
9.01 Financial
Statements and Exhibits
| (c) |
Exhibits
|
| 99.1 |
Press
Release dated January 23, 2006.
|
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 thereunto
duly authorized.
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FRANKLIN
COVEY CO.
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||||
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Date:
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January
23, 2006
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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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||||
News
Bulletin
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For
Further Information:
|
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2200
West Parkway Boulevard
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Richard
R. Putnam
|
|
Salt
Lake City, Utah 84119-2331
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|
Investor
Relations
|
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www.franklincovey.com
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(801)
817-1776
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FRANKLINCOVEY
ANNOUNCES
$10
MILLION REDEMPTION OF PREFERRED STOCK AND
COMMON
SHARE BUYBACK AUTHORIZATION
SALT
LAKE CITY,
Jan.
23, 2006 -- FranklinCovey (NYSE:
FC)
today
announced that it has given shareholders of its Series A Preferred Stock notice
of redemption for $10 million of the currently outstanding preferred stock.
The
notice was given to shareholders of record as of January 23, 2006, and provides
for a redemption price of $25 per share plus accrued dividends through February
13, 2006, the redemption date. This second prorata redemption satisfies the
extension conditions provided for by the amendment approved by shareholders
at
its meeting on January 20, 2006, which grants an extension to the Company to
redeem the remaining $37 million of outstanding post-redemption Series A
Preferred Stock until December 31, 2007. The shares of preferred stock will
be
redeemed on a prorata basis, subject to adjustment for fractional shares. The
Company estimates that the redemption will result in the acquisition and
cancellation of approximately 400,000 shares of its Series A Preferred Stock.
The
Company also announced that its Board of Directors has authorized the repurchase
from time to time, at prevailing market prices, of up to $10 million of the
Company's currently outstanding common stock. This authority may be exercised
as
market conditions warrant and is subject to regulatory considerations. Purchases
may be suspended from time to time or discontinued. The authorization is
open-ended and does not have an expiration date.
About
FranklinCovey
FranklinCovey
is a leading learning and performance services firm assisting professionals
and
organizations in measurably increasing their effectiveness in leadership,
productivity, communication and sales. Clients include 91 of the Fortune 100,
more than three-quarters of the Fortune 500, thousands of small and mid-sized
businesses, as well as numerous government entities. Organizations and
professionals access FranklinCovey services and products through consulting
services, licensed client facilitators, one-on-one coaching, public workshops,
catalogs, more than 100 retail stores, and http://www.franklincovey.com
. Nearly
1,500 FranklinCovey associates provide professional services and products in
36
offices in 129 countries.