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. 1)
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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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.
|
| 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.
|
|
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.
|
|
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. o
Schedule
TO
This
Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (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, a copy of which is filed as
Exhibit 99.(a)(1)(A) to the Schedule TO, and the related Letter of
Transmittal, a copy of which is filed as Exhibit 99.(a)(1)(B) to the
Schedule TO. Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to such terms in the Schedule TO or
the Offer to Purchase.
Item 12. Exhibits
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Item
12 is amended and supplemented to include the following
exhibits:
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(a)(1)(I)
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Letter
to Warrant Holders.
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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.
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FRANKLIN
COVEY CO.
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By: /s/
Robert A. Whitman
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Name: Robert A.
Whitman
Title: Chairman
and Chief Executive Officer
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Dated: August
13, 2008
EXHIBIT
INDEX
Exhibit
No. Exhibit
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(a)(1)(A)*
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Offer
to Purchase dated July 28, 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 28, 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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(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 on Schedule TO dated July 29,
2008.
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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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Exhibit
99.(a)(1)(I)
Dear
Warrant Holder:
As a
holder of warrants to purchase common stock of Franklin Covey Co. (the “Company”), you are receiving
the enclosed document explaining how you can participate in the Company’s offer
to purchase for cash up to $28,000,000 in value of shares of the Company’s
common stock at a price not greater than $10.50 per share nor less than $9.00
per share via a Dutch auction tender offer. The tender period began
on July 29, 2008 and will extend through 5:00 p.m., New York City time, on
August 27, 2008 (unless the expiration date is otherwise extended by the
Company). At the end of the tender offer, the Company will pay the
same price for all shares that it purchases.
As a
holder of warrants, if you wish to participate in this offer, you must exercise
a number of warrants exercisable into the number of shares you wish to tender
and tender the acquired shares. To exercise all or a portion of your
warrants or to receive assistance with any questions regarding your warrants,
you must contact Zions Bank at (801) 844-7546. The ability to
exercise your warrants is subject to the rules governing the
warrants. We have included for your review the Offer to Purchase and
related Letter of Transmittal describing the tender offer. We
strongly recommend that you review the tender offer materials prior to deciding
whether to exercise all or a portion of your warrants and tender the acquired
shares. To request additional tender offer materials or to receive
assistance with any questions regarding the tender offer, please contact
Georgeson Inc. at (800) 491-3365.
If you
choose to exercise all or a portion of your warrants and tender the acquired
shares to participate in the tender offer, there can be no assurance that any
such shares you tender will be accepted by the Company and purchased for
cash. You should be aware that warrant exercises may not be rescinded
even if all or a portion of the shares received upon exercise and properly
tendered in the tender offer are not purchased by the Company for any
reason. Accordingly, if you exercise warrants to acquire shares and
such shares are not purchased in the tender offer, you will remain a
shareholder. It is important for you to carefully review the tender
offer materials and to decide if this offer is right for you. You
should evaluate this tender offer carefully to determine if participation would
be advantageous to you, based on your warrants’ exercise price, the years left
to exercise your warrants and the provisions for pro rata purchases by us
described in Offer to Purchase and related materials. We strongly recommend that you
discuss the tender offer and the potential exercise of your warrants and tender
of the acquired shares with your tax advisor or broker.
The
Board of Directors of the Company has approved the making of the tender
offer. However, none of the Company, its Board of Directors, the
Dealer Manager, the Depositary and the Information Agent makes any
recommendation to you as to whether to exercise your warrants and tender or
refrain from tendering your acquired shares or as to the purchase price or
purchase prices at which you may choose to tender your shares. You
must make your own decision as to whether to exercise your warrants and tender
your acquired shares and, if so, how many warrants to exercise and the number of
shares to tender and the price or prices at which you will tender
them.
You
should read carefully the information set forth or incorporated by reference in
the Offer to Purchase and in the related Letter of Transmittal, including the
Company’s
reasons
for making the tender offer. All directors and executive officers of
the Company have advised the Company that they do not intend to tender any of
their shares in the tender offer.
If you
are already an existing shareholder of record, in addition to a warrant holder,
you will also receive a tender offer packet under separate cover.
This communication is for information
purposes only and does not constitute an offer to buy or the solicitation of an
offer to sell shares of the Company. The Company’s offer to buy
shares is being made only pursuant to the Offer to Purchase and the related
materials dated July 29, 2008, as amended and supplemented from time to
time. Holders of warrants should read the Offer to Purchase and the
related materials carefully because they contain important
information. Holders of warrants may obtain a free copy of the tender
offer statement on Schedule TO, the Offer to Purchase and other documents filed
with the Securities and Exchange Commission at the Commission’s website at
www.sec.gov. Holders of warrants also may obtain a copy of these
documents, without charge, from the information agent, Georgeson Inc., by
calling toll-free: (800) 491-3365.