SALT LAKE CITY, Oct. 27 /PRNewswire/ -- Franklin Covey Co. (NYSE: FC)
announced today that it has filed with the Securities and Exchange Commission
a registration statement relating to a subscription offering for up to 750,000
Series A Preferred Shares. Shareholders of record on November 8, 1999 will
receive a non-transferable right to purchase one Franklin Covey Series A
Preferred Share for every 27 common shares owned on such date at a
subscription price of $100 per Preferred Share. The Subscription Offering is
currently expected to expire on November 30, 1999. Certificates representing
the Series A Preferred Shares will be delivered to subscribers as soon as
practicable after the expiration date of the Subscription Offering.
The Company had previously announced that it would make the subscription
offering in connection with Knowledge Capital Investment Group's substantial
preferred stock investment in the Company earlier this year. The Preferred
Shares being offered to shareholders are substantially identical to the
preferred shares acquired by Knowledge Capital. The Company's Board of
Directors is making no recommendation as to whether shareholders should
exercise or restrain from exercising their subscription rights.
Holders of the Series A Preferred Shares are entitled to receive dividends
and to priority upon liquidation. The Series A Preferred Shares are
convertible into common shares at a conversion ratio determined by dividing
$100 plus accrued and unpaid dividends by the conversion price, currently
$14 per common share. Holders of the Series A Preferred Shares will have the
same voting rights as holders of the Common Shares and will vote together with
the Common Shares on an as-converted basis.
The subscription rights are not transferable and will expire unless
exercised by the November 30, 1999 subscription offering expiration date.
Shareholders whose Franklin Covey shares are held by a broker in street name
or by another nominee should contact their broker or other nominee if they
desire to exercise the rights.
Franklin Covey intends to use the net proceeds of the Subscription
Offering for working capital and for general corporate purposes.
Franklin Covey is the leading global professional services firm offering
learning and performance solutions to assist professionals and organizations
to increase their effectiveness in Productivity, Leadership, Communication and
Sales. Organizational clients include 80 of the Fortune 100, more than
three-quarters of the Fortune 500, thousands of smaller and mid-sized
businesses as well as numerous government entities. Organizations and their
professionals access Franklin Covey's products and services through
professional consulting services, licensed client facilitators, public
workshops, catalogs, retail stores and the Internet (franklincovey.com). More
than 3,500 Franklin Covey associates provide professional services and
products in 44 offices in 33 countries in 32 languages.
This announcement contains forward-looking statements that necessarily are
based on certain assumptions and are subject to certain risks and
uncertainties, including the effects of competition, lack of market acceptance
of new products or services, failure to gain market share in target markets
and other factors identified and discussed in the registration statement
relating to the Subscription Offering and in Franklin Covey's 1998 10-K and
subsequent 10-Q reports filed with the Securities Exchange Commission. There
can be no assurance that the Company's actual future performance will meet the
Company's expectations. These forward-looking statements are based on
management's expectations as of the date hereof, and are based on factors that
may cause future results to differ materially from the Company's current
expectations.
A registration statement relating to the Series A Preferred Shares and the
common stock into which the Series A Preferred Shares are convertible has been
filed with the Securities and Exchange Commission, but has not yet become
effective. The Series A Preferred Shares may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes
effective. This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Series A
Preferred Shares or of the common shares into which the Series A Preferred
Shares are convertible in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction.
SOURCE Franklin Covey Co.
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Related links:
http://www.franklincovey.com
Company News On-Call:
http://www.prnewswire.com/comp/107086.html or fax,
800-758-5804, ext. 107086
CONTACT:
John L. Theler, Chief Financial Officer, or
Richard R. Putnam, Investor Relations of Franklin Covey Co.,
801-975-1776
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