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SEC
FILE NUMBER
001-11107
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CUSIP
NUMBER
353469109
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check
one):
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o Form
10-K
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o Form 20-F
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o Form
11-K
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x Form
10-Q
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o Form
N-SAR
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o Form
N-CSR
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For
Period Ended: November 29,
2008
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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For
the Transition Period Ended:
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained
herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Franklin
Covey Co.
Full Name
of Registrant
Former
Name if Applicable
2200 West
Parkway Boulevard
Address
of Principal Executive Office (Street
and Number)
Salt Lake
City, Utah 84119-2099
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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a.
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
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x
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b.
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
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c.
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if
applicable.
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PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or
the transition report or portion
thereof,
could not be filed within the prescribed time period.
We were
unable to file our Quarterly Report on Form 10-Q for the quarter ended November
29, 2008 prior to January 8, 2009, which was the prescribed
deadline.
The delay
is the result of an internal investigation regarding errors in certain of our
previously filed periodic reports. Subsequent to the quarter ended
November 28, 2009, we determined that the financial statements of our directly
owned subsidiary in Japan contained improper accounting for certain product
sales in the fourth quarter of fiscal 2008, and the improper calculation of
inventory reserves from late 2006 through the first quarter of fiscal
2009.
During
the fourth quarter of fiscal 2008, certain personnel in our Japanese subsidiary
were unable to obtain sufficient evidence that revenue recognition was
appropriate for certain product sales.
In
addition, subsequent to the quarter ended November 28, 2009, we determined that
our Japanese subsidiary’s inventory reserve calculation was not precise enough
to capture all considerations of old and outdated material.
We are
currently in the process of determining whether or not these
errors are material. In addition, we are currently assessing whether
a formal amendment and restatement process is necessary, or whether we can
correct these errors through subsequent filings.
PART
IV — OTHER INFORMATION
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(1)
Name and telephone number of person to contact in regard to this
notification
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Steve
Young
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(801)
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817-1776
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s). Yes x No o
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(3)
Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof ? Yes x
No o
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If
so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be
made.
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Our
operating results were affected as discussed above in Part
III. However, we have not yet determined the materiality of the
errors. In addition, our operating results were affected by the sale
of our Consumer Solutions Business Unit (CSBU), which sale occurred in the
fourth quarter of fiscal 2008. The first quarter of fiscal 2009 was
the first full quarter in which the CSBU was not included in our consolidated
financial statements.
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Franklin
Covey Co.
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(Name
of Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date
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January
9, 2009
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By
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/s/
Steve Young
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Steve
Young, Chief Financial Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C.
1001).
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