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. 3)
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
CALCULATION
OF FILING FEE
|
TRANSACTION
VALUATION*
|
AMOUNT
OF FILING FEE**
|
|
|
$28,000,000
|
$1,101
|
|
*
|
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.
|
|
**
|
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:
|
$1,101.00
|
Filing
Party:
|
Franklin
Covey Co.
|
|
Form
or Registration No.:
|
Schedule
TO
|
Date
Filed:
|
July
29, 2008
|
|
|
|
o
|
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:
|
|
o third-party
tender offer subject to Rule 14d-1
|
o going-private
transaction subject to
Rule 13e-3
|
|
x issuer
tender offer subject to Rule 13e-4
|
o amendment to
Schedule 13D under
Rule 13d-2
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer. x
EXPLANATORY
NOTE
This
Amendment No. 3 (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 issued a press release announcing the final
results of the Offer, which expired at 5:00 p.m., New York City time, on August
27, 2008. A copy of the press release is filed as Exhibit (A)(5)(6)
and is incorporated by reference herein.
Item 12. Exhibits
|
Item
12 is amended and supplemented to include the following
exhibit:
|
|
(a)(5)(6)
|
Press
Release dated September 5, 2008.
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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.
|
FRANKLIN
COVEY CO.
|
|
|
By:
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/s/ Robert A. Whitman
|
|
Name:
|
Robert A. Whitman
|
|
Title:
|
Chairman and Chief Executive
Officer
|
Dated: September
5, 2008
EXHIBIT
INDEX
Exhibit
No. Exhibit
|
(a)(1)(A)*
|
Offer
to Purchase dated July 29, 2008.
|
|
(a)(1)(B)*
|
Letter
of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on
Form W-9).
|
|
(a)(1)(C)*
|
Notice
of Guaranteed Delivery.
|
|
(a)(1)(D)*
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
|
|
(a)(1)(E)*
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
|
|
(a)(1)(F)*
|
Letter
to Participants in the Employee Stock Purchase
Plan.
|
|
(a)(1)(G)*
|
Withdrawal
Form to the Participants in the Employee Stock Purchase
Plan.
|
|
(a)(1)(H)*
|
Letter
to Shareholders.
|
|
(a)(1)(I)*
|
Letter
to Warrant Holders.
|
|
(a)(2)
|
Not
applicable.
|
|
(a)(3)
|
Not
applicable.
|
|
(a)(4)
|
Not
applicable.
|
|
(a)(5)(1)*
|
Press
Release, dated July 29, 2008.
|
|
(a)(5)(2)
|
Press
Release, dated July 10, 2008.(1)
|
|
(a)(5)(3)
|
Press
Release, dated July 7, 2008.(2)
|
|
(a)(5)(4)
|
Press
Release, dated May 22, 2008.(3)
|
|
(a)(5)(5)*
|
Press
Release dated August 28, 2008.
|
|
(a)(5)(6)**
|
Press
Release dated September 5, 2008.
|
|
(b)
|
Not
applicable.
|
|
(d)(1)
|
Amended
and Restated Shareholders Agreement dated March 8, 2005, between
the Company and Knowledge Capital Investment
Group.(4)
|
|
(d)(2)
|
Amended
and Restated Registration Rights Agreement dated March 8, 2005,
between the Company and Knowledge Capital Investment
Group.(4)
|
|
(d)(3)
|
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)
|
|
(d)(4)
|
Warrant
dated March 8, 2005, to purchase 5,913,402 shares of common
stock issued by the Company to Knowledge Capital Investment
Group.(4)
|
|
(d)(5)
|
Franklin
Covey Co. Amended and Restated 2000 Employee Stock Purchase
Plan.(5)
|
|
(d)(6)
|
Franklin
Covey Co. 2004 Employee Stock Purchase
Plan.(6)
|
|
(d)(7)
|
Franklin
Quest Co. Amended and Restated 1992 Stock Incentive
Plan.(7)
|
|
(d)(8)
|
First
Amendment to the Franklin Quest Co. Amended and Restated 1992 Stock
Incentive Plan.(8)
|
|
(d)(9)
|
Third
Amendment to the Franklin Covey Co. Amended and Restated 1992 Stock
Incentive Plan.(9)
|
|
(d)(10)
|
Fifth
Amendment to the Franklin Covey Co. Amended and Restated 1992 Stock
Incentive Plan.(10)
|
|
(d)(11)
|
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)
|
|
(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)
|
|
(d)(13)
|
Franklin
Covey Co. 2004 Non-Employee Directors’ Stock Incentive
Plan.(12)
|
|
(d)(14)
|
First
Amendment to Franklin Covey Co. 2004 Non-Employee Directors’ Stock
Incentive Plan.(13)
|
|
(d)(15)*
|
Letter
Agreement with Knowledge Capital, dated July 23,
2008.
|
|
(g)
|
Not
applicable.
|
|
(h)
|
Not
applicable.
|
*
Previously filed with the Schedule TO
** Filed
herewith.
|
(1)
|
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)
|
|
(2)
|
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)
|
|
(3)
|
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)
|
|
(4)
|
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)
|
|
(5)
|
Incorporated
by reference to the Company’s Report on Form S-8 filed with the
Commission on May 31, 2000, Registration No.
333-38172.
|
|
(6)
|
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)
|
|
(7)
|
Incorporated
by reference to Registration Statement on Form S-1 filed with the
Commission on January 3, 1994, Registration No.
33-73728.
|
|
(8)
|
Incorporated
by reference to Definitive Proxy Statement on Form DEF 14A dated November
5, 1993. (File No. 001-11107)
|
|
(9)
|
Incorporated
by reference to Definitive Proxy Statement on Form DEF 14A filed with the
Commission on December 3, 1999. (File No.
001-11107)
|
|
(10)
|
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)
|
|
(11)
|
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)
|
|
(12)
|
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)
|
|
(13)
|
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)
|
Exhibit
99.(a)(5)(6)
Franklin
Covey Announces Final Results of Tender Offer
Salt Lake
City – September 5, 2008 – Franklin Covey Co. (NYSE: FC) announced today the
final results of its previously announced modified Dutch Auction tender offer to
purchase up to 3,111,111 shares of its common stock, which expired at 5:00 p.m.,
New York City time, on Wednesday, August 27, 2008.
In
accordance with the terms and conditions of the tender offer, the Company has
accepted for purchase 3,027,018 shares, representing approximately 15.4% of its
outstanding common stock, at a price of $9.25 per share, for a total cost of
approximately $28.0 million (excluding fees and expenses relating to the tender
offer).
Based on
the final tabulation by Zions Bank, the depositary for the tender offer, a total
of 3,104,307 shares were validly tendered (including by guaranteed delivery
procedures) and not withdrawn at a price of $9.25 per share or less. As a
result, the depositary has informed the Company that, after giving effect to the
priority for “odd lots” and conditional tenders whose conditions were not
satisfied, the final proration factor for the tender offer is
97.5%.
The
depositary will promptly pay for the shares accepted for purchase in the tender
offer and will promptly cause to be returned all shares tendered and not
accepted for purchase. After giving effect to the purchase of the shares, the
Company will have approximately 16.6 million shares of common stock
outstanding.
ThinkPanmure, LLC acted as the dealer
manager and Georgeson Inc. acted as the information agent for the tender offer.
Questions about the tender offer should be directed to Georgeson at (800)
491-3365.
About
Franklin Covey
Franklin
Covey (NYSE: FC) is the global consulting and training leader in the areas of
strategy execution, customer loyalty, leadership and individual effectiveness.
Clients include 90% of the Fortune 100, more than 75% of the Fortune 500,
thousands of small- and mid-sized businesses, as well as numerous government
entities and educational institutions. Franklin Covey (www.franklincovey.com)
has 46 direct and licensee offices providing professional services in 147
countries.
Forward-Looking
Statements
This
press release contains forward-looking statements related to, among other
things, the Company’s share repurchase through a Dutch Auction 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 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 SEC. 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.
Contact
Franklin
Covey
Steve
Young, (801) 817-1776 (Investor Relations)
Steve.Young@franklincovey.com
Debra
Lund, (801) 244-4474 (Media)
Debra.Lund@franklincovey.com