As filed with the U.S. Securities and Exchange Commission on February 2, 2006January 26, 2015
Registration No. 333-333-200459
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
AMENDMENT No. 2 to

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FRANKLIN COVEY CO.Franklin Covey Co.
(Exact Namename of Registrant as Specifiedspecified in its Charter)charter)

Utah
87-0401551
(State or other jurisdiction of
incorporation or organization)
 
87-0401551
(I.R.S. Employer
Identification No.)Number)
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2099
(801) 817-1776
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert A. Whitman
President and Chief Executive Officer
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2099
(801) 817-1776
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Nolan S. Taylor, Esq.
DORSEY & WHITNEY LLP
170 South Main Street, Suite 900
Salt Lake City, Utah 84101-1655
Telephone: (801) 933-7360
Facsimile: (801) 933-7373
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2331
(801) 817-1776
(Address, including zip code and telephone number, of Registrant’s principal executive offices)
Robert A. Whitman
Chief Executive Officer
Franklin Covey Co.
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2331
(801) 817-1776
 (Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Nolan S. Taylor and David F. Marx
Dorsey & Whitney LLP
136 South Main Street, Suite 1000
Salt Lake City, Utah 84101
(801) 933-7360
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.Registration Statement becomes effective.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: box.   o¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o¨





CALCULATION OF REGISTRATION FEE
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Title of Each Class of Securities
to be Registered
 
Amount
to be
Registered (1)
 
Proposed Maximum
Offering Price
per Share (2)
 
Proposed Maximum
Aggregate
Offering Price
 
Amount of
Registration
Fee (2)
 
Common stock, $0.05 par value per share, underlying warrants 
325,686
 
$
8.00
 
$
2,605,488
 
$
278.79
 
Large accelerated filer oAccelerated filer xNon-accelerated filer oSmaller Reporting Company o
(Do not check if a smaller reporting company)
 
 
 (1)This Registration Statement also covers such indeterminate number of additional shares as may become issuable pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, as a result of anti-dilution adjustments.
 (2)For purposes of calculating the registration fee for the common shares underlying the warrants, based on the highest exercise price of the warrants pursuant to Rule 457(g) under the Securities Act of 1933, as amended.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichthat specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed.  WeOur selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion: Dated February 2, 2006

FRANKLIN COVEY CO.

325,686 Shares of Common Stock


On March 8, 2005, we completed a recapitalization that effectively bifurcated our outstanding Series A Preferred Stock into two separate securities: (1) new Series A Preferred Stock with revised terms and rights and (2) warrants to purchase shares of common stock at $8.00 per share with an eight-year exercise period. This prospectus relates to the sale, transfer or distribution of up to 325,686 shares of our common stock, $0.05 par value per share, issuable upon the exercise of such warrants. We will receive the proceeds from the exercise of the warrants. We will not receive any proceeds from the further sale of the common stock issuable upon the exercise of those warrants.
Our common stock is listed and traded on the New York Stock Exchange under the symbol “FC.” On February 1, 2006, the average of the high and low prices of our common stock on the NYSE was $7.10 per share.

____________________________

The shares of common stock offered or sold under this prospectus involve a high degree of risk. You should carefully consider the risk factors beginning on page 3 of this prospectus before purchasing any of the shares of common stock offered under this prospectus.

Neither the Securities and Exchange Commission, any state securities commission, nor any other regulatory authority has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
____________________________


The date of this prospectus is     , 2006.


TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY
1
RISK FACTORS
2
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
6
 USE OF PROCEEDS
7
 PLAN OF DISTRIBUTION
7
 DESCRIPTION OF CAPITAL STOCK
7
 LEGAL MATTERS
7
 EXPERTS
7
 WHERE YOU CAN FIND MORE INFORMATION
7
You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JANUARY 26, 2015
PROSPECTUS
3,212,805 Shares
Franklin Covey Co.
Common Stock
This prospectus relates to the sale or other disposition from time to time of up to 3,212,805 shares of our common stock, which are held by the selling shareholder named in this prospectus.  The selling shareholder may offer and sell shares of our common stock from time to time in amounts, at prices and on terms that will be determined at the time of any such offering.  We are not selling any common stock under this prospectus and will not receive any of the proceeds from the sale or other disposition of shares by the selling shareholder.
The selling shareholder may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices.  We provide more information about how the selling shareholder may sell or otherwise dispose of their shares of common stock in the section entitled “Plan of Distribution” on page 6.  Discounts, concessions, commissions and similar selling expenses attributable to the sale of shares of common stock covered by this prospectus will be borne by the selling shareholder.  We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the shares with the Securities and Exchange Commission.
Our common stock is quoted on the New York Stock Exchange under the symbol “FC.”  On January 23, 2015, the last reported sale price for our common stock was $18.59 per share.
Investing in our common stock involves a high degree of risk.  You should assume thatreview carefully the information appearing inrisks and uncertainties described under the heading “Risk Factors” beginning on page 3 of this prospectus, and under similar headings in any amendment or supplements to this prospectus or as updated by any subsequent filing with the Securities and Exchange Commission that is accurate only asincorporated by reference herein.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the date on the front coveradequacy or accuracy of this prospectus.  Our business, financial condition, results of operations and prospects may have changed since that date.Any representation to the contrary is a criminal offense.
____________________________

In this prospectus, “we,” “us,” “our” and “FranklinCovey” refers to Franklin Covey Co. and each of its operating divisions and subsidiaries.
Prospectus dated  ______________,       2015
 


PROSPECTUS SUMMARYTABLE OF CONTENTS
ABOUT THIS PROSPECTUS1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS1
PROSPECTUS SUMMARY 2
RISK FACTORS 3
USE OF PROCEEDS 3
SELLING SHAREHOLDER 4
PLAN OF DISTRIBUTION 6
DESCRIPTION OF CAPITAL STOCK9
LEGAL MATTERS 9
EXPERTS 9
WHERE YOU CAN FIND MORE INFORMATION 9
INCORPORATION BY REFERENCE9

i

ABOUT THIS PROSPECTUS
 
This summaryprospectus is a part of a registration statement that we filed with the Securities and Exchange Commission (SEC or Commission), utilizing a “shelf” registration process.  Under this shelf registration process, the selling shareholder may, from time to time, offer and sell the shares of common stock, as described in this prospectus, in one or more offerings. To the extent we file any prospectus supplements, such prospectus supplements may add, update, or change information contained in this prospectus to the extent permitted by the Securities Act of 1933, as amended (Securities Act). This prospectus does not contain all of the information you should consider before investingincluded in our common stock.the registration statement. The registration statement filed with the SEC includes or incorporates by reference exhibits that provide more details about the matters discussed in this prospectus. You should carefully read this prospectus, the related exhibits filed with the SEC and any prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference.”
We and the selling shareholder have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any applicable prospectus supplement.  We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any accompanying prospectus supplement.
The selling shareholder is offering to sell, and seeking offers to buy, the shares of common stock, as described in this prospectus, only in jurisdictions where offers and sales are permitted.  You should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any applicable prospectus supplement is delivered or securities sold on a later date.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into it contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), relating to our operations, results of operations, and other matters that are based on our current expectations, estimates, assumptions, and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that might not prove to be accurate. Actual outcomes and results could differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties, and other factors that might cause such differences, some of which could be material, include, but are not limited to, the factors discussed under the section of this prospectus entitled “Risk Factors.”

1
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision.  You should carefully read the entire prospectus, including the risks of investing discussed under the caption “Risk Factors” andbeginning on page 3, the information incorporated by reference, fromincluding our periodic reports, for important information regarding ourfinancial statements, and the exhibits to the registration statement of which this prospectus is a part.
Throughout this prospectus, references to “Franklin Covey,” the “Company,” “we,” “us,” and “our” refer to Franklin Covey Co.
Our Company
Franklin Covey Co. is a global company specializing in performance improvement.  We help organizations achieve results that require a change in human behavior and our common stock before makingmission is to “enable greatness in people and organizations everywhere.”  We believe that our results-driven principle-centered content is a competitive advantage in the decisionmarketplace.  From the foundational work of Dr. Stephen R. Covey in leadership and Hyrum W. Smith in productivity, we have developed deep expertise that extends to invest.
General
We seek to improve the effectiveness of organizations and individuals. We are a worldwide leader in providing integrated learning and performance solutions tohelping organizations and individuals that are designed to enhance strategic execution, productivity, leadership, sales force performance, effective communications,achieve lasting behavioral change is seven crucial areas: Leadership, Execution, Productivity, Trust, Sales Performance, Customer Loyalty, and other skills. Each performance solution may include products and services that encompass training and consulting, assessment, and various application tools that are generally available in electronic or paper-based formats. Our products and services are available through professional consulting services, public workshops, retail stores, catalogs, and the Internet at www.franklincovey.com. Historically, our best-known offerings include the FranklinCovey PlannerTM and a suite of new and updated individual-effectiveness and leadership-development training products based on the best-selling book The 7 Habits of Highly Effective People.Education.  We also offer a range of training and assessment products to help organizations achieve superior results by focusing and executing on top priorities, building the capability of knowledge workers, and aligning business processes. These offerings include the popular workshop FOCUS: Achieving Your Highest PrioritiesTM, The 4 Disciplines of ExecutionTM, The 4 Roles of LeadershipTM, Building Business Acumen: What the CEO Wants You to KnowTM, the Advantage Series communication workshops, and the Execution Quotient (xQTM) organizational assessment tool. Nearly 1,500 FranklinCovey associates world-wide delivered timeless and universal curriculumhave over 825 employees worldwide delivering these principle-based curriculums and effectiveness tools to more than five million customers in fiscal 2005.

Preferredour customers.  Our shares of common stock are traded on the New York Stock RecapitalizationExchange (NYSE) under the ticker symbol “FC.”
 
On March 8, 2005,We operate globally with one common brand and business model designed to enable us to provide clients around the world with the same high level of service.  To achieve this level of service we completedoperate four regional sales offices in the United States; an office that specializes in sales to governmental entities; wholly owned subsidiaries in Australia, Japan, and the United Kingdom; and we contract with licensee partners who deliver our content and provide services in over 165 other countries and territories around the world.
Our business-to-business service utilizes our expertise in training, consulting, and technology that is designed to help our clients define great performance and execute at the highest levels.  We also provide clients with training in management skills, relationship skills, and individual effectiveness, and we can provide personal-effectiveness literature and electronic educational solutions to our clients as needed.
Knowledge Capital Investment Group
Knowledge Capital Investment Group (Knowledge Capital), a recapitalization transaction which resulted in substantial changes to the terms and rightsrelated party primarily controlled by a member of our Series A Preferred Stock. This transaction was designedBoard of Directors, held a warrant to establish the foundation and flexibility for future actions which could create value for holderspurchase 5.9 million shares of our common stock. The recapitalization effectively bifurcated the outstanding Series A Preferred Stock into two separate securities: (1) new Series A Preferred Stock with revised termsKnowledge Capital exercised its warrant at various times on a net share basis and rights and (2) warrants to purchasereceived 2.2 million shares of our common stock at $8.00 per share with an eight-year exercise period. In the recapitalization, we also amended the terms and rightsstock. They currently hold 3.2 million shares, or approximately 19 percent, of our Series B Preferred Stockoutstanding common shares. Approximately 1.0 million of these shares are currently available for resale, subject to make it substantively identical to our Series A Preferred Stock except that it does not have common stock equivalent voting rights.

In connection with the recapitalization, we amended and restated our articlesrequirements of incorporation to eliminate the convertibility of the Series A Preferred Stock and Series B Preferred Stock into common stock and to otherwise amend the designations, voting powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions of the Series A Preferred Stock and the Series B Preferred Stock, and to make other miscellaneous changes to our articles of incorporation. Among other things, each share of Series A Preferred Stock will, immediately prior to any transfer to a transferee other than an affiliate, five percent equity holder, immediate family member or trust for the benefit of the transferring holder, convert automatically into one share of Series B Preferred Stock.

Corporate InformationU.S. securities laws.
 
We were organized asCorporate Information
Franklin Covey Co. is a Utah corporation on December 2, 1983.corporation.  Our principal executive offices are located at 2200 West Parkway Boulevard, Salt Lake City, Utah 84119. OurUT 84119-2331, and our telephone number at that location is (801) 817-1776.  Our website address is located at www.franklincovey.com. Thewww.franklincovey.com.  However, the information contained onin, or that can be accessed through, our website isdoes not constitute a part of this prospectus.
 
The Offering
Securities offered
Up to 325,686 shares of common stock issuable upon exercise of our warrants.
Use of proceeds
The net proceeds, if any, from the exercise of the warrants will be used for working capital and general corporate purposes.
Risk factors
See “Risk Factors” and the other information included in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in shares of our common stock.
NYSE symbol for common stock
FC

1
RISK FACTORS
Business Environment and Risk
Our business environment, current domestic and international economic conditions, and other specific risks may affect our future business decisions and financial performance. The matters discussed below may cause our future results to differ from past results or those described in forward-looking statements and could have a material adverse effect on our business, financial condition, liquidity, results of operations, and stock price.
We have experienced significant declines in sales and corresponding net losses in recent fiscal years and we may not be able to return to consistent profitability
Although our sales increased in fiscal 2005 compared to fiscal 2004, we have experienced significant sales declines in prior years. Our sales during fiscal 2005 were $283.5 million compared to $275.4 million in fiscal 2004 and $307.2 million in fiscal 2003. While our net income (before preferred dividends and recapitalization loss) has improved to $10.2 million in fiscal 2005, declining sales have also had a corresponding adverse impact upon our operating results during prior fiscal years and we have reported net losses totaling $10.2 million in fiscal 2004 and $45.3 million in fiscal 2003. Our sales for the first quarter of fiscal 2006, which ended November 26, 2005, were $72.4 million compared to $69.1 million for the quarter ended November 27, 2004. Our net income improved to $3.2 million for the quarter ended November 26, 2005 compared to $1.5 million in the same quarter of the prior fiscal year. We continue to implement initiatives designed to increase our sales and improve our operating results, and have recognized significant improvements in recent years, however, we cannot assure you that we will return to consistently profitable operations.
In addition to declining sales, we have faced numerous challenges that have affected our operating results in recent years. Specifically, we have experienced, and may continue to experience, the following:
·  Declining traffic in our retail stores and consumer direct channel
·  Increased risk of excess and obsolete inventories
·  Operating expenses that, as a percentage of sales, have exceeded our desired business model
·  Costs associated with exiting unprofitable retail stores

Our results of operations are materially affected by economic conditions, levels of business activity, and other changes experienced by our clients
Uncertain economic conditions continue to affect many of our clients’ businesses and their budgets for training, consulting, and related products. Such economic conditions and budgeted spending are influenced by a wide range of factors that are beyond our control and that we have no comparative advantage in forecasting. These conditions include:
·  The overall demand for training, consulting, and our related products
·  Conditions and trends in the training and consulting industry
·  General economic and business conditions
·  General political developments, such as the war on terrorism, and their impacts upon our business both domestically and internationally
·  Natural disasters
In addition, our business tends to lag behind economic cycles and, consequently, the benefits of any economic recovery may take longer for us to realize than other segments of the economy. Future deterioration of economic conditions, particularly in the United States, could increase these effects on our business.
We may not be able to compensate for lower sales or unexpected cash outlays with cost reductions significant enough to generate positive net income
Although we have initiated cost-cutting efforts that have included headcount reductions, retail store closures, consolidation of administrative office space, and changes in our advertising and marketing strategy, if we are not able to prevent further revenue declines or achieve our growth objectives, we will need to further reduce our costs. An unintended consequence of additional cost reductions may be reduced sales. If we are not able to effectively reduce our costs and expenses commensurate with, or at the same pace as, any further deterioration in our sales, we may not be able to generate positive net income or cash flows from operations. Although we have experienced improved cash flows from operations during fiscal 2005 and 2004, an inability to maintain or continue to increase cash flows from operations may have an adverse impact upon our liquidity and ability to operate the business. For example, we may not be able to obtain additional financing or raise additional capital on terms that would be acceptable to us.
We are unable to predict the exact amount of cost reductions required for us to generate increased cash flows from operations because we cannot accurately predict the amount of our future sales. Our future sales performance depends, in part, on future economic and market conditions, which are not within our control.
2

RISK FACTORS
 
Our global operations pose complex management, foreign currency, legal, tax, and economic risks, which we may not adequately address
We have company-owned offices in Australia, Brazil, Canada, Japan, Mexico, and the United Kingdom. We also have licensed operations in numerous other foreign countries. As a result of these foreign operations and their growing impact upon our results of operations, we are subject to a number of risks, including:
·Restrictions on the movement of cash
·Burdens of complying with a wide variety of national and local laws
·The absence in some jurisdictions of effective laws to protect our intellectual property rights
·Political instability
·Currency exchange rate fluctuations
·Longer payment cycles
·Price controls or restrictions on exchange of foreign currencies
While we are not currently aware of any of the foregoing conditions materially adversely affecting our operations, these conditions, which are outside of our control, could change at any time.
We operate in a highly competitive industry
The training and consulting industry is highly competitive with a relatively easy entry. Competitors continually introduce new programs and products that may compete directly with our offerings. Larger and better capitalized competitors may have enhanced abilities to compete for clients and skilled professionals. In addition, one or more of our competitors may develop and implement training courses or methodologies that may adversely affect our ability to sell our methodologies to new clients.
Our profitability will suffer if we are not able to maintain our pricing and utilization rates and control our costs
Our profit margin on training services is largely a function of the rates we are able to recover for our services and the utilization, or chargeability, of our trainers, client partners, and consultants. Accordingly, if we are unable to maintain sufficient pricing for our services or an appropriate utilization rate for our training professionals without corresponding cost reductions, our profit margin and overall profitability will suffer. The rates that we are able to recover for our services are affected by a number of factors, including:
·  Our clients’ perceptions of our ability to add value through our programs and products
·  Competition
·  General economic conditions
·  Introduction of new programs or services by us or our competitors
·  Our ability to accurately estimate, attain, and sustain engagement sales, margins, and cash flows over longer contract periods
Our utilization rates are also affected by a number of factors, including:
·  Seasonal trends, primarily as a result of scheduled training
·  Our ability to forecast demand for our products and services and thereby maintain an appropriate headcount in our employee base
·  Our ability to manage attrition
Our profitability is also a function of our ability to control costs and improve our efficiency in the delivery of our products and services. Our cost-cutting initiatives, which focus on reducing both fixed and variable costs, may not be sufficient to deal with downward pressure on pricing or utilization rates. As we introduce new programs and seek to increase the number of our training professionals, we may not be able to manage a significantly larger and more diverse workforce, control our costs, or improve our efficiency.
3
Our new training programs and products may not be widely accepted in the marketplace
In an effort to improve our sales performance, we have made significant investments in new training and consulting offerings such as the 4 Disciplines of Execution. Additionally, we have investedAn investment in our existing programs in ordercommon stock involves a high degree of risk. Prior to refresh these programs and keep them relevant in the marketplace, including the newly revised The 7 Habits of Highly Effective People curriculum. We expect that these new programs, combined with new product offerings, will contribute to future growthmaking a decision about investing in our revenue. Although we believe that our intellectual property is highly regarded in the marketplace, the demand for these new programs and products is still emerging. If our clients’ demand for these new programs and products does not develop as we expect, or if our sales and marketing strategies for these programs are not effective, our financial results could be adversely impacted and we may need to change our business strategy.
If we are unable to attract, retain, and motivate high-quality employees, we will not be able to compete effectively and will not be able to grow our business
Due to our reliance on customer satisfaction, our overall success and ability to grow are dependent, in part, on our ability to hire, retain, and motivate sufficient numbers of talented people with the necessary skills needed to serve clients and grow our business. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have a serious adverse effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our sales.
We continue to offer a variable component of compensation, the payment of which is dependent upon our sales performance and profitability. We adjust our compensation levels and have adopted different methods of compensation in order to attract and retain appropriate numbers of employees with the necessary skills to serve our clients and grow our business. We may also use equity-based performance incentives as a component of our executives’ compensation, which may affect amounts of cash compensation. Variations in any of these areas of compensation may adversely impact our operating performance.
We may experience foreign currency gains and losses

We conduct a portion of our business in currencies other than the United States dollar. As our international operations continue to grow and become a larger component of our financial results, our revenues and operating results may be adversely affected when the dollar strengthens relative to other currencies and are positively affected when the dollar weakens. In order to manage a portion of our foreign currency risk, we make limited use of foreign currency derivative contracts to hedge certain transactions and translation exposure. There can be no guarantee that our foreign currency risk management strategy will be effective in reducingcommon stock, you should carefully consider the risks, associated with foreign currency transactionsuncertainties and translation.
Our product sales may continue to decline and resultassumptions discussed under Item 1A, “Risk Factors,” in changes to our profitability
In recent years, our product sales have declined. These product sales, which are primarily delivered through our retail stores, consumer direct channels (catalog call center and eCommerce), wholesale, and government product channels have historically been very profitable for us. However, due to recent declines, we have reevaluated our product business and have taken steps to restore its profitability. These initiatives have included hiring an additional sales force based at certain retail stores, retail store closures, transitioning catalog customers to our eCommerce site, outsourcing our government products channel, and increasing our business through wholesale channels. However, these initiatives may also result in decreased gross margins on our product sales if lower-margin wholesale sales continue to increase. If product sales continue to decline or gross margins decline, our product sales strategies may not be adequate to return our product delivery channels to past profitability levels.
Our strategy of outsourcing certain functions and operations may fail to reduce our costs for these services
We have an outsourcing contract with Electronic Data Systems (EDS) to provide warehousing, distribution, information systems, and call center operations. Under terms of the outsourcing contract and its addendums, EDS operates our company’s primary call center, provides warehousing and distribution services, and supports our company’s various information systems. Certain components of the outsourcing agreement contain minimum activity levels that we must meet or we will be required to pay penalty charges. If these activity levels are not achieved, we may not realize anticipated benefits from the EDS outsourcing agreement in these areas.
Our outsourcing contracts with EDS contain early termination provisions that we may exercise under certain conditions. However, in order to exercise the early termination provisions, we would have to pay specified penalties to EDS depending upon the circumstances of the contract termination.
4
We have significant intangible asset balances that may be impaired if cash flows from related activities decline
At November 26, 2005, we had $82.2 million of intangible assets, which were primarily generated from the fiscal 1997 merger with the Covey Leadership Center. These intangible assets are evaluated for impairment based upon cash flows (definite-lived intangible assets) and estimated royalties from revenue streams (indefinite-lived intangible assets). Although our current sales and cash flows are sufficient to support these intangibles, if our sales and corresponding cash flows decline, we may be faced with significant asset impairment charges.
Our sales are subject to changes in consumer preferences and buying trends
Our product sales are subject to changing consumer preferences and difficulties in anticipating or forecasting these changes may result in adverse consequences to our sales. Although we continue to have a substantial loyal customer base for many of our existing products, changes in consumer preferences, such as a shift in demand from paper-based planners to handheld electronic devices or other technology products, may have an adverse impact upon our sales. While we have experienced stabilizing sales in our core products (paper-based planners, binders, and accessories) during fiscal 2005, we are still subject to consumer preferences for these products.
Our future quarterly operating results are subject to factors that can cause fluctuations in our stock price
Historically, our stock price has experienced significant volatility. We expect that our stock price may continue to experience volatility in the future due to a variety of potential factors that may include the following:
·Fluctuations in our quarterly results of operations and cash flows
·Variations between our actual financial results and market expectations
·Changes in our key balances, such as cash and cash equivalents
·Currency exchange rate fluctuations
·Unexpected asset impairment charges
·No analyst coverage
In addition, the stock market has experienced substantial price and volume fluctuations over the past several quarters that has had some impact upon our stock and other stock issues in the market. These factors, as well as general investor concerns regarding the credibility of corporate financial statements and the accounting profession, may have a material adverse effect upon our stock in the future.
We may need additional capital in the future, and this capital may not be available to us on favorable terms
We may need to raise additional funds through public or private debt offerings or equity financings in order to:
·Develop new services, programs, or products
·Take advantage of opportunities, including expansion of the business
·Respond to competitive pressures
We may be unable to obtain the necessary capital on terms or conditions that are favorable to us.
We are the creditor for a management common stock loan program that may not be fully collectible
We are the creditor for a loan program that provided the capital to allow certain management personnel the opportunity to purchase shares of our common stock. For further information regarding our management common stock loan program, refer to Note 11 to our August 31, 2005 consolidated financials statements. The inability of our company to collect all, or a portion, of these receivables could have an adverse impact upon our financial position and future cash flows compared to full collection of the loans.
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We may have exposure to additional tax liabilities
As a multinational company, we are subject to income taxes as well as non-income based taxes, in both the United States and various foreign tax jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the normal course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. As a result, we are regularly under audit by tax authorities. Although we believe that our tax estimates are reasonable, we cannot assure you that the final determination of tax audits will not be different from what is reflected in our historical income tax provisions and accruals.
We are also subject to non-income taxes, such as payroll, sales, use, valued-added, and property taxes in both the United States and various foreign jurisdictions. We are regularly under audit by tax authorities with respect to these non-income taxes and may have exposure to additional non-income tax liabilities.
We may be exposed to potential risks relating to internal controls procedures and our ability to have those controls attested to by our independent auditors
While we believe that we can comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, our failure to document, implement, and comply with these requirements may harm our reputation and the market price of our stock could suffer. We may be exposed to risks from recent legislation requiring companies to evaluate their internal controls and have those controls attested to by their independent auditors. We are evaluating our internal control systems in order to allow our management to report on, and our independent auditors attest to, our internal controls, as a required part of our Annual Report on Form 10-K beginning with our report for the fiscal year ended August 31, 2006.2014, which is incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.
 
At present, there is little precedent available with which to measure compliance adequacy. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner, our reputation, financial results, and market price of our stock could suffer.USE OF PROCEEDS
 
We may elect to use our cash to redeemAll shares of preferred stock, which may decrease our ability to respond to adverse changes
Our outstanding preferred stock bears a cumulative dividend equal to 10 percent per annum. During fiscal 2005, we utilized a portion of the proceeds from the sale of our corporate headquarters to redeem $30.0 million of our preferred stock. Subsequent to August 31, 2005, we redeemed an additional $10.0 million of preferred stock and amended the terms of our preferred stock recapitalization that was completed in fiscal 2005 to extend the period during which we can redeem preferred stock at an amount equal to the liquidation preference. We anticipate that we may redeem additional shares of preferred stock in the future to the extent that we believe sufficient cash is available to do so. Any such redemptions will reduce our cash on hand and may reduce our ability to adequately respond to any future adverse changes in our business and operations, whether anticipated or unanticipated.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by us. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “predict,” “continue,” “will” and “may” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements reflect the views of our management at the time they are made based on information currently available to management. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially from those expressed or forecasted in any forward-looking statements as a result of a variety of factors, including those set forth in “Risk Factors” above and elsewhereoffered in this prospectus. Except as requiredprospectus are being sold by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
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USE OF PROCEEDS
In the event of full cash exercise of all warrants, we estimate that the net proceeds to us would be approximately $2,605,488 (exclusive of related expenses). The actual exercise of any of these securities, however, is beyond our control and depends on a number of factors, including the market price of our common stock. There can be no assurance that any of the warrants will be exercised.

Additionally, upon exercise of a warrant, holders may choose, or we may elect to require, any warrant exercise to be a net exercise in which the exercising holder would receive fewer shares of common stock, depending on the fair market value of the common stock at the time of exercise, than otherwise could be received upon an exercise for cash. We would receive no proceeds from any net exercise. Further, we, at our election, may choose, in the place of issuing any shares of common stock to such holder, to pay to any holder completing a net exercise of a warrant a cash amount equal to the fair market value of the shares of common stock that otherwise would be issuable to such holder in connection with such net exercise as opposed to issuing shares of common stock to the exercising holder. In this case, not only would we not receive any proceeds, but we would pay out cash to avoid issuing additional shares.

The net proceeds, if any, from the exercise of the warrants will be used for working capital and general corporate purposes.Knowledge Capital.  We will not receive any proceeds from the sale of anyshares by Knowledge Capital.

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SELLING SHAREHOLDER
The selling shareholder named in this prospectus, Knowledge Capital, may offer to sell from time to time in the future up to an aggregate of 3,212,805 shares of our common stock, par value $0.05. As of the date of this prospectus, Knowledge Capital holds 3,212,805 shares of our common stock.
Knowledge Capital is a related entity that originally held a warrant to purchase 5.9 million shares of our common stock. In connection with the issuance of the warrant, we and Knowledge Capital entered into an Amended and Restated Registration Rights Agreement, dated as of March 8, 2005 (Registration Rights Agreement). Knowledge Capital exercised its warrant at various dates in fiscal 2011 and fiscal 2013 according to the terms of a fiscal 2011 exercise agreement, and received a total of 2.2 million shares of our common stock issuablefrom shares held in treasury. In the fiscal 2011 exercise agreement, Knowledge Capital agreed to the following:
(1)To exercise its remaining warrant shares on a net settlement basis.
(2)Not to exercise its right to cause the Company to file a registration statement with respect to the resale of any of the shares owned by Knowledge Capital (including shares already owned by Knowledge Capital) prior to the earlier of (i) March 8, 2013 (the expiration of the warrant) or (ii) one year after the date on which the warrant has been exercised in full (the Stand-Off Period).
(3)If Knowledge Capital intended to sell any of our common stock (including shares previously owned by Knowledge Capital) in the market during the Stand-Off Period on an unregistered basis, Knowledge Capital would notify us in writing of such intent, including the details surrounding such sale, at least five trading days before commencing such sales, and, if requested by us, would refrain from selling shares of our common stock for up to 120 days after the date Knowledge Capital intended to begin such sales in order to permit us to arrange for an underwritten or other organized sale of these shares. This action included filing with the SEC, if applicable and required, an effective registration statement covering the sale of the shares in the manner proposed by Knowledge Capital or as otherwise agreed to by Knowledge Capital and us.
(4)To discuss with us any proposal by us to purchase such shares during the 120-day period.
In exchange for these considerations, we agreed to waive our right to pay cash in lieu of shares upon the exerciseexercises of the warrants.warrant. We are registering the shares to satisfy the registration rights that we have granted to Knowledge Capital, as described above.
Two members of our Board of Directors, including our Chief Executive Officer, have an equity interest in Knowledge Capital. This transaction and agreement was approved by members of our Board of Directors who are not affiliated with Knowledge Capital and had no economic interest in the transaction.
The following table sets forth the number of shares of common stock known by us to be beneficially owned by Knowledge Capital as of October 31, 2014, based upon records of our transfer agent as of that date, Knowledge Capital’s filings made pursuant to section 16 of the Exchange Act, and the number of shares being registered for sale or distribution. Applicable percentage ownership is based on 16,874,683 shares of common stock outstanding at October 31, 2014.  Knowledge Capital’s address is 3232 McKinney Ave., Dallas, TX 75204.
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Shares Beneficially Owned
Prior to the Offering
Number of Shares Registered
for Sale Pursuant to this
Prospectus		Percentage of Common Stock Owned
after Offering of Shares Pursuant to
this Prospectus
Name of Beneficial OwnerNumberPercent
Knowledge Capital Investment
Group (1)
3,212,80519.27%3,212,8050%
(1)Shares are beneficially owned by The Hampstead Group, LLC (The Hampstead Group), the private investment firm that sponsors Knowledge Capital, and The Hampstead Group has voting and dispositive power over the shares. One of our directors, Donald J. McNamara, is a principal of The Hampstead Group and may be deemed to control The Hampstead Group. Accordingly, Mr. McNamara is the natural person with voting and dispositive power over these shares. The Hampstead Group and Mr. McNamara disclaim beneficial ownership of these shares.


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PLAN OF DISTRIBUTION
 
We are offeringregistering the shares of common stock issuable uponissued to Knowledge Capital to permit the exerciseresale of these shares of common stock by Knowledge Capital from time to time after the date of this prospectus.  We will not receive any of the warrants issuedproceeds from the sale by Knowledge Capital of the shares of common stock.  We will bear all fees and expenses incident to our obligation to register the shares of common stock.
Knowledge Capital may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents.  If the shares of common stock are sold through underwriters or broker-dealers, Knowledge Capital will be responsible for underwriting discounts or commissions or agent’s commissions.  The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.  These sales may be effected in transactions, which may involve crosses or block transactions.  Knowledge Capital may use any one or more of the following methods when selling shares:
·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·an exchange distribution in accordance with the rules of the applicable exchange;
·privately negotiated transactions, including with the Company;
·settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
·broker-dealers may agree with Knowledge Capital to sell a specified number of such shares at a stipulated price per share;
·through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
·a combination of any such methods of sale; and
·any other method permitted pursuant to applicable law.
Knowledge Capital also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.
Broker-dealers engaged by Knowledge Capital may arrange for other broker-dealers to participate in sales.  If Knowledge Capital effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from Knowledge Capital or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal.  Such
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commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110.
In connection with sales of the shares of common stock or otherwise, Knowledge Capital may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume.  Knowledge Capital may also sell shares of common stock short and if such short sale shall take place after the date that this Registration Statement is declared effective by the Commission, Knowledge Capital may deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with a recapitalizationsuch short sales.  Knowledge Capital may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law.  Knowledge Capital may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).  Notwithstanding the foregoing, Knowledge Capital has been advised that it may not use shares registered on this registration statement to cover short sales of our company. Such warrantscommon stock made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the SEC.
Knowledge Capital may, be exercised by surrenderingfrom time to time, pledge or grant a duly executed Notice of Exercise and the warrant certificate, together with payment of the exercise price, to our principal office before 5:00 p.m. on the expiration date defined therein. If less thansecurity interest in some or all of the warrants evidencedor shares of common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.  Knowledge Capital also may transfer and donate the shares of common stock in other circumstances, including transfers to the owners of equity interests of Knowledge Capital, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
Knowledge Capital and any broker-dealer or agents participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales.  In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  If Knowledge Capital is deemed an “underwriter” within the meaning of Section 2(11) of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
The shares of common stock are listed on the NYSE under the symbol “FC.”
Knowledge Capital has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock.  Upon the Company being notified in writing by Knowledge Capital that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a warrant certificate are exercised,broker or dealer, a new warrant certificatesupplement to this prospectus will be issued forfiled, if required, pursuant to Rule 424(b) under the remainingSecurities Act, disclosing (i) the name of the participating broker-dealer(s), (ii) the number of warrants.shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.
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Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.  In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that Knowledge Capital will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.
Knowledge Capital and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by Knowledge Capital and any other participating person.  Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock.  All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
 
DESCRIPTIONWe will pay all expenses of the registration of the shares of common stock pursuant to the Registration Rights Agreement, including, without limitation, (i) SEC filing fees and expenses of compliance with state securities or “blue sky” laws, (ii) printing expenses, and (iii) fees of counsel for the Company and special counsel for Knowledge Capital, if applicable; provided, however, that Knowledge Capital will pay all underwriting discounts and selling commissions, if any.  We will indemnify Knowledge Capital against certain liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or Knowledge Capital will be entitled to contribution.  We may be indemnified by Knowledge Capital against civil liabilities, including liabilities under the Securities Act, which may arise from any written information furnished to us by Knowledge Capital specifically for use in this prospectus, in accordance with the Registration Rights Agreement.
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DESCRIPTION OF CAPITAL STOCK
 
The common stock registered by this prospectus is of the same class as other of our securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

LEGAL MATTERS
 
The validity under the Utah Revised Business Corporation Act of the common stock offered by this prospectus has been passed on for us by Dorsey & Whitney LLP, Salt Lake City, Utah.Utah will pass for us upon the validity of the securities being offered by this prospectus and applicable prospectus supplement, and counsel named in the applicable prospectus supplement will pass upon legal matters for any underwriters, dealers or agents.

EXPERTSEXPERTS
 
The consolidated financial statements and financial statement schedule of Franklin Covey Co. appearing in the Company’s Annual Report on Form 10-K for the year ended August 31, 2014, and the effectiveness of the Company’s internal control over financial reporting as of August 31, 2005 and 2004 and for each of the years in the three-year period ended August 31, 20052014, have been incorporatedaudited by reference herein and in the registration statement in reliance upon the report of KPMGErnst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by referencereference.  Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance on the reports of Ernst & Young LLP pertaining to such financial statements and uponthe effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Commission) given on the authority of saidsuch firm as experts in accounting and auditing.
 
The audit reports indicate that the consolidated financial statements as of August 31, 2004 and for each of the years ended August 31, 2004 and 2003 have been restated.

WHERE YOU CAN FIND MORE INFORMATION
 
We are a reporting company and file annual, quarterly and specialcurrent reports, proxy statements and other information with the SEC.  We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities we are offering under this prospectus.  This prospectus does not contain all of the information set forth in the registration statement and Exchange Commission.the exhibits to the registration statement.  For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.  You may read and copy any document we file with the SECregistration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You can request copies of these documents by writing to the SEC and paying a fee for the copying cost.  Please call the SEC at 1-800-SEC-0330 for furthermore information onabout the operation of the Public Reference Room.  OurThe SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, where our SEC filings are also available to the public atavailable.  The address of the SEC’s web site atis http://www.sec.gov. In addition, we maintain an InternetOur website ataddress is www.franklincovey.com.  We do not intendHowever, the information contained in, or that can be accessed through, our website bedoes not constitute a part of this prospectus.
We incorporate
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, by reference, which means that we can disclose important information to you by referring you to another document filed separately with the SEC.those documents.  The information incorporated by reference is deemedan important part of this prospectus.  The information incorporated by reference is considered to be a part of this prospectus, except for any suchand information superseded bythat we file later with the Commission will automatically update and supersede information contained in later-filed documents or directly in this prospectus. This prospectus incorporatesand any accompanying prospectus supplement.  We incorporate by reference the documents set forthlisted below that we have previously filed with the SEC. These documents contain important information about us and our financial condition:
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Commission:
 
 (1)·Our Annual Report on Form 10-K for the year ended August 31, 2005,2014, as filed with the SEC on November 29, 2005;14, 2014;

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 (2)·Our Quarterly Report on Form 10-Q for the quarter ended November 26, 2005,29, 2014, as filed with the SEC on January 10, 2006;8, 2015;

 (3)·Our Current ReportsReport on Form 8-K, as filed January 24, 2006 and January 26, 2006; andwith the SEC on December 23, 2014;

 (4)·Our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on December 22, 2014; and
·The description of our common stockthe Company's Common Stock, par value $0.05 per share, as contained in the Registration Statement on Form 8-A filed under the Securities Exchange Act, of 1934, including any amendment or report filed under the Exchange Act of 1934, for the purpose of updating such description.

We also incorporate allby reference into this prospectus additional documents that we subsequentlymay file with the SEC pursuant to Sectionunder Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, excluding, in each case, information deemed furnished and not filed, until we sell all of 1934, after the datesecurities we are offering or the termination of the offering.  Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus and prior to the termination of this offering (except for information furnished under Items 2.02 or 7.01 of our current reports on Form 8-K). The information in these documents will update and supersede the informationextent that a statement contained in this prospectus.prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.
 
We will provide at no cost to each person to whom this prospectus is delivered, including any beneficial owner, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. Investors should direct requests to Richard Putnam,Steve Young, Franklin Covey Co., 2200 West Parkway Boulevard, Salt Lake City, Utah 84119, telephone: (801) 817-1776.
 

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8



FRANKLIN COVEY CO.

325,686

SHARES OF COMMON STOCK
PROSPECTUS
 
, 2006
Franklin Covey Co.





PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEMItem 14.                       OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONOther Expenses of Issuance and Distribution.

The Registrant will payfollowing table sets forth all reasonablecosts and expenses, incident toother than underwriting discounts and commissions, paid or payable by us in connection with the registrationsale of the securities. Such expenses are set forth in the following table.common stock being registered.  All of the amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration fee.

SEC registration fee $279 
Legal fees $10,000 
Accounting fees and expenses $5,000 
Printing and other expenses $100 
     
Total $15,379 
Amount Paid or to be Paid
SEC Registration Fee$7,302.30
Legal Fees$25,000.00
Accounting Fees and Expenses$10,000.00
Miscellaneous Fees$5,000.00
Total$47,302.30

ITEM
Item 15. INDEMNIFICATION OF OFFICERS AND DIRECTORSIndemnification of Officers and Directors

Utah Revised Business Corporation Act
Section 16-10a-902902 of the Utah Revised Business Corporation Act (the “Revised Act”)(Revised Act) provides that a corporation may indemnify any individual made a party to a proceeding because he is or was a director, against liability incurred in the proceeding, if: (a) his conduct was in good faith, (b) he reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe such conduct was unlawful; provided, however, that a corporation may not indemnify a director under Section 16-10a-902902 if (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or (ii) in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit.
 
Section 16-10a-903903 of the Revised Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue or matter in the proceeding, to which he was a party because he is or was a director of the corporation, against reasonable expenses incurred in connection with the proceeding or claim with respect to which he has been successful.
 
In addition to the indemnification provided by Sections 902 and 903, Section 16-10a-905905 of the Revised Act provides that unless otherwise limited by a corporation’s articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction.
 
Section 16-10a-904904 of the Revised Act provides that a corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding upon the satisfaction of certain conditions.
 
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Section 16-10a-907907 of the Revised Act provides that, unless a corporation’s articles of incorporation provide otherwise, (i) an officer of the corporation is entitled to mandatory indemnification under Section 903 and is entitled to apply for court-ordered indemnification under Section 905, in each case to the same extent as a director, (ii) the corporation may indemnify and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as to a director, and (iii) a corporation may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater extent, if not inconsistent with public policy, and if provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or contract.
 
Section 16-10a-908908 of the Revised Act provides that a corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation or who, while serving as a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or other person, or of an employee benefit plan against liability asserted against or incurred by the individualhim in that capacity or arising from his status as such, whether or not the corporation would have the power to indemnify him against the same liability under Section 902, 903, or 907 of the Revised Act.
 
Restated Articles of Incorporation
Our restated articles of incorporation (Articles) authorizes the Company to indemnify directors and officers of the Company to the fullest extent permitted under the Revised Act.
Amended and Restated Bylaws
Our amended and restated bylaws (Bylaws) allows the Company to indemnify, to the maximum extent and in the manner permitted by the Revised Act, an individual made a party to a proceeding because he is or was a director, officer, employee, fiduciary, or agent of the Company, against liability incurred in the proceeding if his or her conduct was in good faith, he reasonably believed that his or her conduct was in, or not opposed to, the Company’s best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his or her conduct was unlawful. Termination of the proceeding by judgment, order, settlement, conviction, upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, employee, fiduciary, or agent of the Company, did not meet the standard of conduct described in our Bylaws.
The Company may not indemnify a director, officer, employee, fiduciary, or agent of the Company under our Bylaws, in connection with a proceeding by or in the right of a corporation in which such party was adjudged liable to the Company, or in connection with any other proceeding charging that such party derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit.
The Company shall indemnify a director or officer of the Company who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue, or matter in the proceeding, to which he or she was a party because he is or was a director or officer of the Company, against reasonable expenses incurred by him in connection with the proceeding or claim with respect to which he has been successful.
The Company may not indemnify a director, officer, employee, fiduciary, or agent of the Company under our Bylaws unless authorized and a determination has been made in a specific case that indemnification of such party is permissible in the circumstances because such party has met the applicable standard of conduct set forth in our Bylaws. Such determination shall be made either (a) by the Board of Directors by majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the
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Section 16-10a-909proceedings shall be counted in satisfying the quorum requirement; (b) if a quorum cannot be obtained, by majority vote of a committee of the Revised Act providesBoard of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding, except that a provision treating a corporation’s indemnification of, or advance for expensesthe directors who are not parties to directors that is containedthe proceeding may participate in its articles of incorporation or bylaws, in a resolution of its shareholders or boardthe designation of directors for the committee; (c) by special legal counsel selected by the Board of Directors or a committee of the Board of Directors in the manner prescribed by the Revised Act; or (d) by the shareholders, by a contract (except an insurance policy),majority of the votes entitled to be cast by holders of qualified shares present in person or by proxy at a meeting. The majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this shareholders’ action that otherwise is valid only if and to the extent the provisioncomplies with our Bylaws is not inconsistent with Sections 901 through 909affected by the presence of holders, or the voting, of shares that are not qualified shares as determined under the Revised Act. If the articles
The indemnification and advancement of incorporation limitexpenses provided by our Bylaws shall not be construed to be exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under our Articles, Bylaws, any agreement, any vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.
The Company in accordance with the Revised Act may pay for or reimburse the reasonable expenses incurred by any director, officer, employee, fiduciary, or agent of the Company who is a party to a proceeding in advance of final disposition of the proceeding if (a) such party furnishes the Company a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct described in our Bylaws; (b) such party furnishes to the Company a written undertaking in the form required by the Revised Act, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct; and (c) a determination is made that the facts then known to those making a determination would not preclude indemnification under our Bylaws.
Except as otherwise provided in our Bylaws, the indemnification and advancement of expenses authorized by our Bylaws are valid onlyintended to permit the extent not inconsistent with the articles. 
Our bylaws, as amended and restated, provide that we shall,Company to indemnify to the fullest extent permitted and in the manner required by the laws of the State of Utah, any and all persons whom it shall have power to indemnify an individual made,under such laws from and against any and all of the expenses, liabilities, or threatenedother matters referred to in or covered by such laws. Any indemnification or advancement of expenses hereunder shall, unless otherwise provided when the indemnification or advancement of expenses is authorized or ratified, continue as to a person who has ceased to be made a partydirector, officer, employee, fiduciary, or agent of the Company and shall inure to the benefit of such person’s heirs, executors, and administrators.
The Company may purchase and maintain liability insurance on behalf of a proceeding because he or sheperson who is or was a director, officer, employee, fiduciary, or agent of usthe Company, or who, while serving as a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation, or other person, or of another enterprise atan employee benefit plan, against liability asserted against or incurred by him or her in any such capacity or arising out of his or her status in any such capacity, whether or not the Company would have the power to indemnify him or her against the liability under the provisions of our request.Bylaws or the laws of the State of Utah, as the same may hereafter be amended or modified.

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Our articles of incorporation provide that to the fullest extent permitted by the Revised Act, no director shall be liable to us or our shareholders for monetary damages. In addition, we are authorized to indemnify our directorsItem 16.                      Exhibits and officers to the fullest extent permitted under applicable law.Financial Statement Schedules
 
Indemnification may be granted pursuant to any other agreement, bylaw, or vote of shareholders or directors. In addition to the foregoing, we maintain insurance from commercial carriers against certain liabilities which may be incurred by our directors and officers.
Exhibit
No.		ExhibitIncorporated by ReferenceFiled
Herewith		Filed Previously
1.1*Form of Underwriting Agreement   
     
2.1Master Asset Purchase Agreement between Franklin Covey Products, LLC and Franklin Covey Co. dated May 22, 2008(1)  
     
2.2Amendment to Master Asset Purchase Agreement between Franklin Covey Products, LLC and Franklin Covey Co. dated May 22, 2008(2)  
     
4.1Specimen Certificate of the Registrant���s Common Stock, par value $.05 per share(3)  
     
4.2Articles of Restatement filed January 30, 2006 amending and restating the Registrant’s Articles of Incorporation(4)  
     
4.3Amendment to Amended and Restated Articles of Incorporation of Franklin Covey(5)  
     
4.4Amended and Restated Bylaws of Franklin Covey Co.(6)  
     
4.5Stockholder Agreements, dated May 11, 1999 and June 2, 1999(7)  
     
4.6Registration Rights Agreement, dated June 2, 1999(7)  
     
4.7Restated Shareholders Agreement, dated as of March 8, 2005, between the Company and Knowledge Capital Investment Group(4)  
     
4.8Restated Registration Rights Agreement, dated as of March 8, 2005, between the Company and Knowledge Capital Investment Group(4)  
     
5.1Opinion of Dorsey & Whitney LLP éé 
     
23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm éé 
     
23.2Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) éé 
     
24.1Power of Attorney (included in signature page)  éé

 
The foregoing description is necessarily general and does not describe all details regarding the indemnification of our officers, directors or controlling persons.
ITEM 16. EXHIBITS
Exhibit No.
(1)
Description
Incorporated by reference to Report on Form 8-K/A filed with the Commission on May 29, 2008.**
4.1
(2)		Incorporated by reference to Report on Form 10-Q filed July 10, 2008, for the Quarter ended May 31, 2008.**
(3)
Specimen Certificate of the Registrant’s common stock, par value $0.05 per share (incorporatedIncorporated 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).
33-47283.
4.2
(4)
Articles of Restatement filed January 30, 2006 amending and restating the Registrant’s Articles of Incorporation.
4.3
Amended and Restated Bylaws of the Registrant (incorporatedIncorporated by reference to Exhibit 3.2 to the Registration StatementReport on Form S-18-K filed with the Commission on April 17, 1992,March 10, 2005.**
(5)Incorporated by reference to Appendix C to the Definitive Proxy Statement on Form DEF 14A filed with the Commission on December 12, 2005.**
(6)Incorporated by reference to Report on Form 8-K filed with the Commission on February 1, 2012.**
(7)Incorporated by reference to Schedule 13D (CUSIP No. 534691090 as filed with the Commission on June 14, 1999).  Registration No. 33-47283).
005-43123.
5.1
*
OpinionTo be filed, if necessary, in connection with an offering of Dorsey & Whitney LLP.
common stock subsequent to the effectiveness of this registration statement, by amendment to this registration statement or incorporated herein by reference from documents to be filed with the SEC under the Exchange Act.
23.1
**
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1
Power of Attorney (included in signature page).
Registration No. 001-11107.


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ITEM
Item 17.                      UNDERTAKINGSUndertakings
The undersigned Registrantregistrant hereby undertakes:
 
(1)           To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement:
 
(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii)           To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.statement;
 
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Provided,provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a), (1)(ii) of this sectionand (1)(iii) above do not apply if the registration statement is on Form S-3 Form S-8 ofor Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to sectionSection 13 of sectionor Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statements or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 
(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of thesuch securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)           Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)            Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made
 
The
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in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
 (5)           That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant herebyregistrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)           Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)           Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6)           That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’sregistrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(7)           Insofar as indemnificationsindemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
 
(8)           That:
(i)           for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
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(ii)           for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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II-3


SIGNATURESIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Citycity of Salt Lake City, State of Utah, on February 2, 2006.January 26, 2015.
 
 Franklin Covey Co.
  
 FRANKLIN COVEY CO.



/s/ Robert A. Whitman
 By:  /s/ ROBERT A. WHITMAN
Robert A. Whitman
 President and& Chief Executive Officer

 
POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature to this Registration Statement appears below hereby constitutes and appoints Robert A. Whitman and Stephen D. Young, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
 
Signature
Title
Title
Date
/s/ ROBERTRobert A. WHITMANWhitman
Chairman of the Board, of Directors, President and& Chief Executive
Officer (Principal Executive Officer)
February 2, 2006
January 26, 2015
Robert A. Whitman
/s/ Stephen D. YoungExecutive Vice President, Chief Financial Officer and
Corporate Secretary (Principal Financial and Accounting Officer)		January 26, 2015
Stephen D. Young 
   
*DirectorJanuary 26, 2015
/s/ STEPHEN D. YOUNGClayton M. Christensen 
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
February 2, 2006
Stephen D. Young 
   
/s/ CLAYTON M. CHRISTENSEN
Clayton M. Christensen*DirectorFebruary 2, 2006January 26, 2015
Michael Fung 
/s/ STEPHEN R. COVEY
Stephen R. CoveyDirectorFebruary 2, 2006
/s/ ROBERT H. DAINES
Director
February 2, 2006
Robert H. Daines 
   
*DirectorJanuary 26, 2015
/s/ E. J. “JAKE” GARNDennis G. Heiner 
Director
February 2, 2006
E. J. “Jake” Garn 
   
*DirectorJanuary 26, 2015
/s/ DENNIS G. HEINERDonald J. McNamara 
Director
February 2, 2006
Dennis G. Heiner 
   
*DirectorJanuary 26, 2015
/s/ DONALD J. MCNAMARAJoel C. Peterson 
Director
February 2, 2006
Donald J. McNamara 
   
/s/ JOEL C. PETERSON*Director
Director
February 2, 2006
Joel C. Peterson
/s/ E. KAY STEPP
Director
February 2, 2006
January 26, 2015
E. Kay Stepp 

 
* Executed on January 26, 2015 by Stephen D. Young as attorney-in-fact pursuant to the power of attorney granted in connection with the Registration Statement on Form S-3 filed previously on November 21, 2014.
/s/ Stephen D. Young
Stephen D. Young
Attorney-in-Fact

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EXHIBIT INDEX
Item 16.                      Exhibits and Financial Statement Schedules
Exhibit
No.		ExhibitIncorporated by ReferenceFiled
Herewith		Filed Previously
1.1*Form of Underwriting Agreement   
     
2.1Master Asset Purchase Agreement between Franklin Covey Products, LLC and Franklin Covey Co. dated May 22, 2008(1)  
     
2.2Amendment to Master Asset Purchase Agreement between Franklin Covey Products, LLC and Franklin Covey Co. dated May 22, 2008(2)  
     
4.1Specimen Certificate of the Registrant’s Common Stock, par value $.05 per share(3)  
     
4.2Articles of Restatement filed January 30, 2006 amending and restating the Registrant’s Articles of Incorporation(4)  
     
4.3Amendment to Amended and Restated Articles of Incorporation of Franklin Covey(5)  
     
4.4Amended and Restated Bylaws of Franklin Covey Co.(6)  
     
4.5Stockholder Agreements, dated May 11, 1999 and June 2, 1999(7)  
     
4.6Registration Rights Agreement, dated June 2, 1999(7)  
     
4.7Restated Shareholders Agreement, dated as of March 8, 2005, between the Company and Knowledge Capital Investment Group(4)  
     
4.8Restated Registration Rights Agreement, dated as of March 8, 2005, between the Company and Knowledge Capital Investment Group(4)  
     
5.1Opinion of Dorsey & Whitney LLP éé 
     
23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm éé 
     
23.2Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) éé 
     
24.1Power of Attorney (included in signature page)  éé


Exhibit No.
(1)
Description
Incorporated by reference to Report on Form 8-K/A filed with the Commission on May 29, 2008.**
4.1
(2)		Incorporated by reference to Report on Form 10-Q filed July 10, 2008, for the Quarter ended May 31, 2008.**
(3)
Specimen Certificate of the Registrant’s common stock, par value $0.05 per share (incorporatedIncorporated 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).
33-47283.
4.2
(4)
Articles of Restatement filed January 30, 2006 amending and restating the Registrant’s Articles of Incorporation.
4.3
Amended and Restated Bylaws of the Registrant (incorporatedIncorporated by reference to Exhibit 3.2 to the Registration StatementReport on Form S-18-K filed with the Commission on April 17, 1992,March 10, 2005.**
(5)Incorporated by reference to Appendix C to the Definitive Proxy Statement on Form DEF 14A filed with the Commission on December 12, 2005.**
(6)Incorporated by reference to Report on Form 8-K filed with the Commission on February 1, 2012.**
(7)Incorporated by reference to Schedule 13D (CUSIP No. 534691090 as filed with the Commission on June 14, 1999).  Registration No. 33-47283).
005-43123.
5.1
*
OpinionTo be filed, if necessary, in connection with an offering of Dorsey & Whitney LLP.
common stock subsequent to the effectiveness of this registration statement, by amendment to this registration statement or incorporated herein by reference from documents to be filed with the SEC under the Exchange Act.
23.1
**
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1
Power of Attorney (included in signature page).
Registration No. 001-11107.


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