<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FRANKLIN COVEY CO.
(Exact Name of Registrant as Specified in Its Charter)
UTAH 87-0401551
(State of Incorporation or Organization) (IRS Employer Identification No.)
2200 WEST PARKWAY BOULEVARD
SALT LAKE CITY, UTAH 84119
(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |_|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d) check the following box. |X|
Securities Act registration statement file number to which this form
relates: 333-89541
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
NONE.
Securities to be registered pursuant to Section 12(g) of the Act:
SERIES A PREFERRED SHARES, NO PAR VALUE
(Title of Class)
================================================================================
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereunder is
incorporated by reference to the information set forth under the heading
"Description of Capital Stock" contained in the Registrant's Prospectus included
in the Registrant's Registration Statement on Form S-3 (File No. 333-89541) as
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, on October 22, 1999, and as amended
thereafter.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration statement
on Form 8-A. Where such filing is made by incorporation by reference to a
previously filed statement or report, such statement or report is identified in
parenthesis. The securities will not be listed on any exchange.
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
EXHIBIT NO.
<S> <C> <C>
4.1 Revised Articles of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form
S-1 (Reg. No. 33-47283) as filed with the Commission on
April 17, 1992 and incorporated herein by reference)
4.2 Amended and Restated Bylaws of the Registrant (filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Reg. No. 33-47283) as filed with the Commission on
April 17, 1992 and incorporated herein by reference)
4.3 Certificate of designation of Series A Preferred Stock
(contained in the Articles of Amendment to Articles of
Incorporation of Franklin Covey Co. filed as Exhibit 2 to
Schedule 13D (Cusip No. 353469109) as filed with the
Commission on June 2, 1999 and incorporated herein by
reference)
4.4 Stockholders Agreement, dated June 2, 1999 (filed as Exhibit 3
to Schedule 13D (CUSIP No. 353469109) as filed with the
Commission on June 2, 1999 and incorporated herein by
reference)
4.5 Registration Rights Agreement, dated June 2, 1999 (filed
as Exhibit 4 to Schedule 13D (CUSIP No. 353469109) as
filed with the Commission on June 2, 1999 and
incorporated herein by reference)
</TABLE>
Page 2 of 3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
October 22, 1999
FRANKLIN COVEY CO.
By:/s/ Robert A. Whitman
------------------------------------
Robert A. Whitman
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER
