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) March 4, 2005
FRANKLIN COVEY
CO.
(Exact name of
registrant as specified in its charter)
Utah |
1-11107 |
87-0401551 |
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(State or
other jurisdiction of
incorporation) |
(Commission
File
Number) |
(IRS
Employer
Identification
No.) |
2200 West Parkway
Boulevard
Salt Lake City,
Utah 84119-2099
(Address of
principal executive offices including 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 (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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[ ] |
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01. Entry into
a Material Definitive Agreement.
1. Franklin
Covey Co. 2004 Non-Employee Directors’ Stock Incentive
Plan
On November 12,
2004, the Board of Directors of Franklin Covey Co. (the “Company”) adopted the
Franklin Covey Co. 2004 Non-Employee Directors’ Stock Incentive Plan (the
“Plan”). The shareholders of the Company approved the Plan on March 4, 2005. The
Plan authorizes incentive awards in the form of options, restricted stock and
deferred stock grants (the “Awards”). There are 300,000 shares of common stock
of the Company reserved for grants pursuant to the Plan (subject to adjustment
in accordance with the provisions of the Plan). The Plan is intended to
encourage ownership in the Company by members of the Board of Directors of the
Company who are not employees of the Company. The Plan will commence on March
31, 2005 and will have a duration of ten (10) years unless terminated sooner by
the Board of Directors of the Company. Except for actions specifically reserved
to the full Board of Directors, the Plan is administered by the Organization and
Compensation Committee (the “Committee”) of the Company, and the Committee has
authority to determine the terms and provisions of the Awards made pursuant to
the Plan.
Pursuant to the
terms of the Plan, the Company will automatically award to each eligible
director on March 31 of each year a formula grant consisting of restricted
shares having an aggregate fair market value of $27,500 on the date of grant,
rounded up to the nearest whole share. The Board of Directors may grant
additional Awards to eligible directors in its discretion. However, an annual
aggregate limit of shares (including options, restricted stock and deferred
stock) having an aggregate fair market value of $37,500 is set for grants during
each calendar year to any individual director.
The foregoing
summary of the Plan is subject to, and qualified in its entirety by, the
Franklin Covey Co. 2004 Non-Employee Directors’ Stock Incentive Plan attached to
this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
2. Forms of
Award Agreements
On November 11,
2004, the Committee approved Forms of Option Agreements and Restricted Stock
Agreements. These forms will be used to evidence grants of Awards made pursuant
to the Plan. The full text of the forms of each Award agreement is attached
hereto as Exhibits 99.2 and 99.3 and is incorporated herein by
reference. The foregoing summary is qualified in its entirety by, and should be
read in conjunction with, such exhibits.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
99.1 Franklin Covey Co. 2004
Non-Employee Directors’ Stock Incentive Plan
99.2 Form of Option Agreement
99.3 Form of Restricted Stock Agreement
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.
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FRANKLIN
COVEY CO. |
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Date:
March 25, 2005 |
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By: |
/s/
VAL J. CHRISTENSEN |
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Name: |
Val J.
Christensen |
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Title: |
Executive
Vice President |
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EXHIBIT
INDEX
99.1 Franklin
Covey Co. 2004 Non-Employee Directors’ Stock Incentive Plan
99.2 Form of
Option Agreement
99.3 Form of
Restricted Stock Agreement