UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED AUGUST 31, 2019
OR
| ☐ | 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.
(Exact name of registrant as specified in its charter)
| Utah | 1-11107 | 87-0401551 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification No.) |
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2331
(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:
Title of Each Class | Name of Each Exchange on Which 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act:
| Large Accelerated Filer | ☐ | Accelerated Filer | ☒ | |||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | ☒ | |||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
As of February 28, 2019, the aggregate market value of the Registrant’s Common Stock held bynon-affiliates of the Registrant was approximately $175.4 million, which was based upon the closing price of $26.02 per share as reported by the New York Stock Exchange.
As of October 31, 2019, the Registrant had 13,982,356 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders, which is scheduled to be held on January 24, 2020, are incorporated by reference in Part III of this Form10-K.
EXPLANATORY NOTE
This Amendment No. 1 to Form10-K (this “Amendment”) amends the Annual Report on Form10-K for the fiscal year ended August 31, 2019 filed on November 14, 2019 (the “Original10-K”), of Franklin Covey Co., a Utah corporation (the “Company” or “we”). We are filing this Amendment to include, as Exhibit 4.6, a description of the Company’s securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. This Amendment does not reflect events occurring after the filing of the Original10-K or otherwise modify or update the disclosures set forth in the Original10-K, including the financial statements and notes thereto included in the Original10-K.
PART IV
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) List of documents filed as part of this report:
| 1. | Financial Statements. The consolidated financial statements of the Company and Report of Independent Registered Public Accounting Firm thereon included in the Annual Report to Shareholders on Form10-K for the year ended August 31, 2019, are as follows: |
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at August 31, 2019 and 2018
Consolidated Statements of Operations and Statements of Comprehensive Loss for the fiscal years ended August 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows for the fiscal years ended August 31, 2019, 2018, and 2017
Consolidated Statements of Shareholders’ Equity for the fiscal years ended August 31, 2019, 2018, and 2017
Notes to Consolidated Financial Statements
| 2. | Financial Statement Schedules. |
Other financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the financial statements or notes thereto, or contained in this report.
| 3. | Exhibit List. |
| 10.32* | Franklin Covey Co. 2019 Omnibus Incentive Plan | (29) | ||||
| 10.32 | Credit Agreement by and among JPMorgan Chase Bank, N.A., Franklin Covey Co., and the subsidiary guarantors party thereto, dated August 7, 2019 | (30) | ||||
| 10.33 | Pledge and Security Agreement by and between JPMorgan Chase Bank, N.A., Franklin Covey Co., and the subsidiary guarantors party thereto, dated August 7, 2019 | (30) | ||||
| 21 | Subsidiaries of the Registrant | (31) | ||||
| 23 | Consent of Independent Registered Public Accounting Firm | (31) | ||||
| 31.1 | Rule13a-14(a) Certification of the Chief Executive Officer | «« | ||||
| 31.2 | Rule13a-14(a) Certification of the Chief Financial Officer | «« | ||||
| 32 | Section 1350 Certifications | «« | ||||
| 101.INS | XBRL Instance Document | (31) | ||||
| 101.SCH | XBRL Taxonomy Extension Schema | (31) | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | (31) | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | (31) | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | (31) | ||||
| 101.PRE | XBRL Extension Presentation Linkbase | (31) | ||||
| (1) | Incorporated by reference to Registration Statement on FormS-1 filed with the Commission on April 17, 1992, RegistrationNo. 33-47283. |
| (2) | Incorporated by reference to Amendment No. 1 to Registration Statement on FormS-1 filed with the Commission on May 26, 1992, RegistrationNo. 33-47283. |
| (3) | Incorporated by reference to Schedule 13D (CUSIP No. 534691090 as filed with the Commission on June 14, 1999). RegistrationNo. 005-43123. |
| (4) | Incorporated by reference to Report on Form8-K filed with the Commission on March 10, 2005.** |
| (5) | Incorporated by reference to Report on Form8-K filed with the Commission on June 27, 2005.** |
| (6) | Incorporated by reference to Report on Form8-K filed with the Commission on October 24, 2005.** |
| (7) | Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A filed with the Commission on December 12, 2005.** |
| (8) | Incorporated by reference to Report on Form8-K/A filed with the Commission on May 29, 2008.** |
| (9) | Incorporated by reference to Report on Form10-Q filed July 10, 2008, for the Quarter ended May 31, 2008.** |
| (10) | Incorporated by reference to Report on Form8-K filed with the Commission on July 11, 2008.** |
| (11) | Incorporated by reference to Report on Form10-Q filed with the Commission on April 9, 2009.** |
| (12) | Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix A) filed with the Commission on December 15, 2010.** |
| (13) | Incorporated by reference to Report on Form8-K filed with the Commission on March 17, 2011.** |
| (14) | Incorporated by reference to Report on Form8-K filed with the Commission on July 28, 2011.** |
| (15) | Incorporated by reference to Report on Form8-K filed with the Commission on February 1, 2012.** |
| (16) | Incorporated by reference to Report on Form8-K filed with the Commission on March 15, 2012.** |
| (17) | Incorporated by reference to Report on Form8-K filed with the Commission on June 19, 2012.** |
| (18) | Incorporated by reference to Report on Form8-K filed with the Commission on March 14, 2012.** |
| (19) | Incorporated by reference to Report on Form8-K filed with the Commission on March 14, 2013.** |
| (20) | Incorporated by reference to Report on Form8-K filed with the Commission on March 27, 2013.** |
| (21) | Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix A) filed with the Commission on December 22, 2014.** |
| (22) | Incorporated by reference to Report on Form8-K filed with the Commission on April 2, 2015.** |
| (23) | Incorporated by reference to Report on Form8-K filed with the Commission on May 24, 2016.** |
| (24) | Incorporated by reference to Report on Form8-K filed with the Commission on March 3, 2017.** |
| (25) | Incorporated by reference to Report on Form8-K filed with the Commission on June 1, 2017.** |
| (26) | Incorporated by reference to Report on Form8-K filed with the Commission on August 29, 2017.** |
| (27) | Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix A) filed with the Commission on December 22, 2017.** |
| (28) | Incorporated by reference to Report on Form8-K filed with the Commission on August 20, 2018.** |
| (29) | Incorporated by reference to the Definitive Proxy Statement on Form DEF 14A (Appendix A) filed with the Commission on December 20, 2018.** |
| (30) | Incorporated by reference to Report on Form8-K filed with the Commission on August 8, 2019.** |
| (31) | Incorporated by reference to Report on Form10-K filed with the Commission on November 14, 2019.** |
| «« | Filed herewith and attached to this report. |
| * | Indicates a management contract or compensatory plan or agreement. |
| ** | RegistrationNo. 001-11107. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on December 2, 2019.
FRANKLIN COVEY CO.
| By: | /s/ Stephen D. Young | |
Stephen D. Young Chief Financial Officer and Chief Accounting Officer |