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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1997
[ ] 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.
(Formerly Franklin Quest 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) 975-1776
[X] Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class Registered
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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 18, 1997, based upon the closing sale price of the
Common Stock of $22.25 per share on that date, was approximately $457,945,139.
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 18, 1997, the Registrant had 24,780,928 shares of Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference in
Parts II, III and IV of this Form 10-K: (1) Registrant's Annual Report to
Shareholders for the fiscal year ended August 31, 1997 (Parts II and IV), and
(2) Proxy Statement for Registrant's Annual Meeting of Shareholders which is
scheduled to be held on January 9, 1998 (Part III).
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AMENDMENT NO. 1
The Registrant hereby amends its Annual Report on Form 10-K for the fiscal
year ended August 31, 1997, previously filed with the Commission (the "Annual
Report") solely for the purpose of refiling Exhibit 13 to the Annual Report.
This Amendment does not include any revisions to the text of the Annual Report.
The Exhibit Index follows the signature page for this Amendment.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to Annual Report to be signed on its behalf by the undersigned,
thereunder duly authorized.
FRANKLIN COVEY CO.
By: /s/ JOHN H. ROWBERRY
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Jon H. Rowberry
President and Chief Executive Officer
Dated: April 23, 1998
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EXHIBIT INDEX
Exhibit Incorporated Filed
No. Exhibit by Reference Herewith
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3.1 Revised Articles of Incorporation of the Registrant (1)
3.2 Amended and Restated Bylaws of the Registrant (1)
4 Specimen Certificate of the Registrant's Common Stock, par
value $.05 per share (2)
10.1 Amended and Restated 1992 Employee Stock Purchase Plan (3)
10.2 First Amendment to Amended and Restated 1992 Stock
Incentive Plan (4)
10.3 Franklin 401(k) Profit Sharing Plan (1)
10.4 Forms of Nonstatutory Stock Options (1)
10.5 Shipley Acquisition Agreement (4)
10.6 Stock Exchange Agreement - Publishers Press, Inc. (5)
10.9 Merger Agreement - Covey Leadership Center, Inc. (6)
10.10 Lease Agreements, as amended and proposed to be amended, by
and between Covey Corporate Campus One, L.L.C. and Covey
Corporate Campus Two, LLC (Landlord) and Covey Leadership
Center, Inc. (Tenant) which were assumed by Franklin Covey Co.
in the Merger with Covey Leadership Center, Inc. (7)
13 Annual Report to Shareholders for the year ended August 31, 1997.
Certain portions of this exhibit are incorporated by reference
into items 6 through 8 of this Annual Report on Form 10-K and,
except as so incorporated by reference, the Annual Report to
Shareholders is not deemed to be filed as part of this Report. (8)
22 Subsidiaries of the Registrant (7)
23.1 Consent of Arthur Andersen LLP, independent public accountants (7)
23.2 Consent of Price Waterhouse LLP, independent public accountants (7)
27 Financial Data Schedule (7)
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(1) Incorporated by reference to Registration Statement on Form S-1 filed with
the Commission on April 17, 1992, Registration No. 33-47283.
(2) Incorporated by reference to Amendment No. 1 to Registration Statement on
Form S-1 filed with the Commission on May 26, 1992, Registration
No. 33-47283.
(3) Incorporated by reference to Form 10-K filed November 27, 1992, for the
fiscal year ended August 31, 1992.
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(4) Incorporated by reference to Registration Statement on Form S-1 filed with
the Commission on January 3, 1994, Registration No. 33-73728.
(5) Incorporated by reference to Reports on Form 8-K and Form 8-K/A dated
January 3, 1995 and February 28, 1995.
(6) Incorporated by reference to Report on Form 8-K dated June 3, 1997.
(7) Incorporated by reference to Form 10-K filed December 1, 1997, for the
fiscal year ended August 31, 1997.
(8) Filed herewith.