UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
(Amendment
No. 1)
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
FRANKLIN
COVEY CO.
(Exact
name of Registrant as specified in its charter)
|
Utah |
87-0401551 | |
|
(State
of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
|
2200
West Parkway Boulevard
Salt
Lake City, Utah |
84119 | |
|
(Address
of principal executive offices) |
(Zip
Code) | |
|
Securities
to be registered pursuant to Section 12(b) of the
Act: |
||
| Title of each class | Name of each exchange on which | |
| to be so registered | each class is to be registered | |
| None |
If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. o
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. x
Securities
Act registration statement file number to which this form relates:
333-89541
Securities
to be registered pursuant to Section 12(g) of the Act:
|
Series
A Preferred Stock, no par value |
(Title of
Class)
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 8-A amends and restates the Registration Statement on
Form 8-A (the “Registration Statement”) filed by Franklin Covey Co., a Utah
corporation (the “Company”), with the Securities and Exchange Commission on
October 22, 1999.
Item
1. Description of Registrant’s Securities to be
Registered.
The
Company has authorized 14,000,000 shares of Preferred Stock, 4,000,000 of which
are designated as Series A Preferred Stock and 4,000,000 are designated as
Series B Preferred Stock. On March 4, 2005, the Company filed with the Utah
Division of Corporations and Commercial Code Articles of Restatement amending
and restating its Articles of Incorporation (the “Restated Articles”) to
eliminate the convertibility of the Series A Preferred Stock into common stock
and to otherwise amend the designations, voting powers, preferences and
relative, participating, optional and other special rights, qualifications,
limitations and restrictions of the Series A Preferred Stock, among other
things. The following is a summary of the principal terms of the Series A
Preferred Stock as set forth in the Restated Articles:
|
Ranking
|
The
Series A Preferred Stock ranks pari passu with the Company’s Series B
Preferred Stock and senior to the Company’s common stock as to the payment
of dividends or distributions or upon liquidation or
dissolution.
|
|
Voting
Rights
|
Each
holder of Series A Preferred Stock is entitled to two votes per whole
share held of record as of the applicable record date on all matters
submitted to a vote of shareholders, including the election of directors,
provided that the voting power of any holder of Series A Preferred Stock
is offset by (x) the number of shares of common stock acquired by such
holder upon the exercise of any warrant issued to such holder pursuant to
that certain Preferred Stock Amendment and Warrant Issuance Agreement
between the Company and Knowledge Capital Investment Group dated as of
November 29, 2004 and (y) the number of shares of common stock purchasable
upon exercise of any such warrant that such holder has sold or transferred
to another person. Upon any transfer of shares of Series A Preferred
Stock, except to a limited group of permitted transferees (as described in
more detail below under “Conversion”), such shares will automatically
convert into shares of Series B Preferred Stock having no common stock
equivalent voting rights.
|
|
Class
Voting on Certain Company Actions
|
None
of the holders of the Series A Preferred Stock has any separate class
voting rights, except as required by law. However, the approval of a
majority of the then-outstanding shares of the Series A Preferred Stock
and the Series B Preferred Stock, voting together as one class, will be
required for any proposed Company action that would
§ amend, alter
or repeal the Restated Articles in a manner that would adversely affect
the powers, designations preferences and relative rights of the Seris A
Preferred Stock;
§ issue
any shares of capital stock ranking prior or superior to, or on parity
with, the Series A Preferred Stock;
§ subdivide or
otherwise change shares of Series A Preferred Stock into a different
number of shares, whether in a merger, consolidation, combination,
recapitalization, reorganization or otherwise;
§ issue any shares of
Series A Preferred other than in accordance with the Restated Articles;
or
§ declare
or pay any dividends or other distributions in respect of the common stock
unless the Company (i) has paid all dividends to the holders of Series A
and Series B Preferred Stock and (ii) has reserved sufficient funds to pay
the quarterly dividend that will be payable in the quarter in which the
Company proposes to pay a dividend or distribution in respect of the
common stock.
|
|
Dividends
|
Holders
of the Series A Preferred Stock are entitled to receive quarterly
dividends accruing at an annual rate of ten percent and payable in
preference to dividends on all other classes of capital stock. These
dividends will be cumulative from the date such shares were initially
issued. The holders of the Series A Prefered Stock and Series B Preferred
Stock retain the right to elect two additional directors, voting together
as a single class, if such dividends are in arrears for any six or more
quarters, until they are paid.
|
|
Liquidation
|
Upon
any liquidation, dissolution or winding up of the Company, no distribution
shall be made to the holders of common stock until the holders of Series A
Preferred Stock and Series B Preferred Stock have received in cash $25 per
share plus accrued and unpaid dividends.
|
|
Preemptive
Rights
|
None
of the holders of the Series A Preferred Stock has preemptive
rights.
|
|
Conversion
|
The
Series A Preferred Stock is not convertible into shares of Common Stock,
but the Series A Preferred Stock will be converted into shares of Series B
Preferred Stock upon any transfer of such shares by a holder other than
transfers to affiliates, five percent equity holders, immediate family
members and trusts for the benefit of such holder.
|
|
Redemption
|
The
Series A Preferred Stock is not redeemable at the election of the holders
of shares of Series A Preferred Stock and is redeemable by the Company at
its option at any time until March 8, 2006 at a price per share equal to
the liquidation value plus accrued and unpaid dividends and then again
after March 8, 2011 at 101 percent of the liquidation value plus accrued
and unpaid dividends. The Series A Preferred Stock is redeemable by the
Company on such terms notwithstanding any arrearage in the payment of
dividends.
|
Item
2. Exhibits.
|
Exhibit
No. |
Description |
|
1 |
Articles
of Restatement dated March 4, 2005 amending and restating the Company’s
Articles of Incorporation (filed as Exhibit 99.6 to the Company’s Current
Report on Form 8-K filed with the Commission on March 10, 2005 and
incorporated herein by reference). |
|
2 |
Amended
and Restated Bylaws of the Registrant (Incorporated by reference to
Registration Statement on Form S-1 filed with the Commission on April 17,
1992, Registration No. 33-47283). |
|
3 |
Amended
and Restated Shareholders Agreement, dated as of March 8, 2005, between
the Company and Knowledge Capital Investment Group (filed as Exhibit 99.1
to the Company’s Current Report on Form 8-K filed with the Commission on
March 10, 2005 and incorporated herein by
reference). |
|
4 |
Amended
and Restated Registration Rights Agreement, dated as of March 8, 2005,
between the Company and Knowledge Capital Investment Group (filed as
Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the
Commission on March 10, 2005 and incorporated herein by
reference). |
|
5 |
Form
of Warrant to purchase shares of Common Stock issued by the Company to
holders of Series A Preferred Stock other than Knowledge Capital
Investment Group (filed as Exhibit 99.5 to the Company’s Current Report on
Form 8-K filed with the Commission on March 10, 2005 and incorporated
herein by reference). |
| SIGNATURE | ||
| |
|
|
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized.
| FRANKLIN COVEY CO. | ||
| |
|
|
| Date: June 23, 2005 | By: | /s/ ROBERT A. WHITMAN |
|
Robert A. Whitman | ||
| President | ||