UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 1, 2020
FRANKLIN COVEY CO.
(Exact name of registrant as specified in its charter)
Commission File No. 1-11107
| Utah | | 87-0401551 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification Number) |
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2099
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (801) 817-1776
Former name or former address, if changed since last report: Not Applicable
______________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.05 Par Value | FC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 2.02 Results of Operations and Financial Condition
On November 5, 2020, Franklin Covey Co. (the Company) announced its financial results for the fourth quarter of fiscal 2020 and full fiscal year, which ended on August 31, 2020. A copy of the earnings release is being furnished as exhibit 99.1 to this current report on Form 8-K.
Certain information in this Report (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 1, 2020, Scott J. Miller transitioned from his role as Executive Vice-President of Thought Leadership at Franklin Covey Co. to that of an independent contractor and senior advisor to the Company’s thought leadership and marketing operations. In this new role, Mr. Miller will continue to oversee the Company’s thought leadership and marketing operations, while also having the opportunity to become an author and speaker for the Company’s titles, and non-competitively for his own works. Mr. Miller has served as an executive since March 2012, and has been instrumental in the development of the Company’s offerings and marketing activities.
In connection with this transition, the Company and Mr. Miller signed a severance agreement, an independent contractor agreement, and an intellectual property agreement. The severance agreement is attached hereto as exhibit 10.1; the independent contractor agreement is attached as exhibit 10.2; and the intellectual property agreement is attached as exhibit 10.3. The contents of these exhibits are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On October 22, 2020, the Company announced that it would host a discussion for shareholders and the financial community to review its financial results for the fourth quarter of fiscal 2020 and full fiscal year, which ended on August 31, 2020. The discussion is scheduled to be held on Thursday, November 5, 2020, at 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time).
Interested persons can participate by dialing 800-446-2782 (International participants may dial 847-413-3235), access code: 49992976. Alternatively, a webcast will be accessible at the following Web site: https://edge.media-server.com/mmc/p/idnvz4jm. The webcast will remain accessible through November 19, 2020 on the Investor Relations area of the Company’s website at www.franklincovey.com.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Separation Agreement and General Release between Scott J. Miller and Franklin Covey Co., dated November 1, 2020. |
| 10.2 | Independent Contractor Agreement between Scott J. Miller and Franklin Covey Co., dated November 1, 2020. |
| 10.3 | Intellectual Property Agreement between Scott J. Miller and Franklin Covey Co., dated November 1, 2020. |
| 99.1 | Earnings release dated November 5, 2020.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | FRANKLIN COVEY CO. |
| | | | | |
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Date: | November 5, 2020 | | By: | /s/ Stephen D. Young |
| | | | | Stephen D. Young |
| | | | | Chief Financial Officer |
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