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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-K/A

                              AMENDMENT NO. 1 TO

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO ______________

                               FRANKLIN COVEY CO.
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             (Exact name of registrant as specified in its charter)
         Utah                        1-11107                 87-0401551
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(State or other jurisdiction  (Commission File No.)         (IRS Employer
   of incorporation)                                     Identification No.)
                           2200 West Parkway Boulevard
                         Salt Lake City, Utah 84119-2331
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         (Address of principal executive offices, including zip code)

         Registrant's telephone number, including area code:  (801) 817-1776

         Securities registered pursuant to Section 12(b) of the Act:
                                             Name of Each Exchange on Which
           Title of Each Class                        Registered
  -----------------------------------    ---------------------------------------
      Common Stock, $.05 Par Value               New York Stock Exchange

[ ]      Securities registered pursuant to Section 12(g) of the Act:   None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [X]    NO [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

         The aggregate  market value of the Common Stock held by  non-affiliates
of the Registrant on November 1, 1999,  based upon the closing sale price of the
Common Stock of $8.38 per share on  that date, was  approximately  $172,068,417.
Shares of the Common  Stock held by each officer and director and by each person
who may be deemed to be an affiliate of the Registrant have been excluded.

         As of November 1, 1999, the Registrant had 20,533,224  shares of Common
Stock outstanding.

         Parts of  the Registrant's Proxy Statement for the Registrant's  Annual
Meeting of Shareholders,  which is scheduled to be held on January 28, 2000, are
incorporated    by    reference    in   Part    III   of   this    Form    10-K.
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2 FORM 10-K/A AMENDMENT NO. 1 The Registrant hereby amends the cover page of its Annual Report on Form 10-K for the year ended August 31, 1999, to reflect that (I) the Registrant will disclose delinquent filings pursuant to Item 405 of Regulation S-K that will be contained in the Definitive Proxy Statement incorporated by reference in Part III of the Registrant's Form 10-K; and (II) parts of the Registrant's Definitive Proxy Statement are incorporated by reference in Part III of this Form 10-K. 2

3 FORM 10-K/A AMENDMENT NO. 1 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. FRANKLIN COVEY CO. By: /s/ Robert A. Whitman ------------------------------------ Robert A. Whitman Chairman of the Board and Chief Executive Officer Date: December 8, 1999 3