UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 13)
Under the Securities Exchange Act of 1934
FRANKLIN COVEY CO.
(Name of Issuer)
COMMON STOCK, Par Value $0.05 Per Share
(Title of Class of Securities)
353469109
(CUSIP Number)
Peter E. Lorenzen
Munsch Hardt Kopf & Harr P.C.
500 N. Akard Street, Suite 3800
Dallas, TX 75201
(214) 855-7545
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 6, 2014
(Date of Event which Requires Filing of this Statement)
If the reporting person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP NO. 353469109 | 13D/A | Page 2 of 4 Pages |
1 | Name of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Knowledge Capital Investment Group | |||||
2 | Check the Appropriate Box if a Member of a Group*
(a) ¨ (b) ¨ | |||||
3 | SEC Use Only
| |||||
4 | Source of Funds*
OO | |||||
5 | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6 | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7 | Sole Voting Power
Common Stock – 3,212,805 | ||||
8 | Shared Voting Power
None | |||||
9 | Sole Dispositive Power
Common Stock – 3,212,805 | |||||
10 | Shared Dispositive Power
None | |||||
11 | Aggregate Amount Beneficially Owned By Each Reporting Person
Common Stock – 3,212,805 | |||||
12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
¨* | |||||
13 | Percent of Class Represented by Amount in Row (11)
Common Stock – 19.1%** | |||||
14 | Type Of Reporting Person*
PN |
* | SEE INSTRUCTIONS BEFORE FILLING OUT! |
** | Based on the number of outstanding shares as of June 30, 2014 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2014. |
CUSIP NO. 353469109 | 13D/A | Page 3 of 4 Pages |
This Amendment No. 13 amends the Statement on Schedule 13D filed on June 14, 1999, as amended by Amendment Nos. 1 through 12 (the “Schedule 13D”), by Knowledge Capital Investment Group (the “Reporting Person”).
Item 1. Security and Issuer
Item 2. Identity and Background
Item 3 Source and Amount of Funds or Other Consideration
Item 4. Purpose of the Transaction
The final paragraph of Item 4 is amended to read in its entirety as follows:
The Reporting Person has no present plans or proposals of the type required to be disclosed on Item 4 of Schedule 13D other than those set forth in Item 4 of this Schedule, as amended, or as contemplated by the agreements referred to herein. The Reporting Person intends to review its investment in the Company from time to time, and may decide to take or propose any such action in the future. The Reporting Person has requested that the Company prepare and file a registration statement covering sales and other transfers of Common Stock by the Reporting Person from time to time in the future. Depending on market conditions and other factors that it may deem material to its investment decision, the Reporting Person may dispose of, in the open market or in private transactions, or may distribute to its equity owners, all or a portion of the Common Stock that the Reporting Person now owns or hereafter may acquire.
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to Be Filed as Exhibits
CUSIP NO. 353469109 | 13D/A | Page 4 of 4 Pages |
Signature
After reasonable 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.
Date: November 7, 2014
KNOWLEDGE CAPITAL INVESTMENT GROUP | ||||||
By: Inspiration Investments Partners III, L.P., | ||||||
Its Manager | ||||||
By: Inspiration Investments GenPar III, L.P., | ||||||
Its General Partner | ||||||
By HH GenPar Partners | ||||||
Its General Partner | ||||||
By: Hampstead Associates, Inc., | ||||||
Its Managing General Partner | ||||||
By: | /s/ Donald J. McNamara | |||||
Donald J. McNamara | ||||||
President |