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
11, 2009
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 CFR240.14d-2(b))
[
] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
November 11, 2009, Franklin Covey Co. (the Company) entered into a third
modification agreement with JPMorgan Chase Bank, N.A. (the Lender) on its line
of credit facility (the Third Modification Agreement). The Lender
also provides the majority of the Company’s day-to-day banking
services.
Under
terms of the Third Modification Agreement, the funded debt to earnings and fixed
charge coverage ratios were relaxed for the quarterly measurement periods ending
in November 2009 and February 2010. The other financial covenants of
the Company made pursuant to the line of credit, which include a limitation on
capital expenditures and a defined amount of minimum net worth, remain
unchanged. In the event of noncompliance with these financial
covenants and other defined events of default, the Lender is entitled to certain
remedies, including acceleration of the repayment of amounts outstanding on the
line of credit.
The Third
Modification Agreement also increases the effective interest rate on the line of
credit facility from LIBOR plus 2.00 percent to LIBOR plus 3.50 percent,
effective on the date of the Third Modification Agreement, and modifies certain
provisions regarding the expiration date of letters of credit issued under the
line of credit. The Company is also required to deliver monthly
financial reports to the Lender through March 14, 2010, which is the maturity
date of the line of credit facility.
The
foregoing description of the Third Modification Agreement does not purport to be
complete and is qualified in its entirety by reference to the text of the Third
Modification Agreement, which is filed as Exhibit 10.1 attached
hereto.
The
original credit agreements with the Lender are described in further detail in,
and the corresponding agreements are attached as exhibits to, the Form 8-K filed
with the Securities and Exchange Commission on March 19, 2007.
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement
|
On
November 11, 2009, the Company entered into the Third Modification Agreement
with the Lender on its line of credit facility as described above in Item
1.01. The information in Item 1.01 is incorporated by reference
herein.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
(d)
|
Exhibits:
|
|
|
10.1
|
Third
Modification Agreement by and among Franklin Covey Co. and JPMorgan Chase
Bank, N.A., dated November 11,
2009.
|
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.
|
||||
|
Date:
|
November 16, 2009
|
By:
|
/s/ Stephen D.
Young
|
|
|
Stephen D.
Young
|
||||
|
Chief Financial
Officer
|
||||