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- Alternative Formats (Word, et al.)
- (aa) Potential Conflicts of Interest
- Accounting Treatment
- (a) Franklin Governance
- Amendment to Articles of Incorporation
- (a) Notices and Consents
- (a) Organization
- (a) Organization, Qualification and Corporate Power
- Appraisal Rights
- Article 1 -- the Merger
- Article 2 -- Conditions
- Article 3 -- Pre-Merger Covenants
- Article 4 -- Additional Agreements
- Article 5 -- Representations and Warranties
- Article 6 -- Miscellaneous
- Article 7 -- Definitions
- Articles of Merger
- (a) The Merger
- Available Information
- Background of the Merger
- (b) Authorization of Transaction
- (bb) Brokers' Fees
- (b) Confidentiality
- (b) Effect of the Merger
- (b) Operation of Business
- Business of Covey
- Business of Franklin
- (c) Affiliated Transactions
- (c) Articles of Incorporation and Bylaws; Directors and Officers
- (cc) Disclosure
- Certain Federal Income Tax Considerations
- (c) Indemnification
- Closing
- (c) Noncontravention
- Comparison of Rights of Stockholders of Franklin and Covey
- Competition
- Conditions to the Merger
- Content and Product Development
- Conversion of Options
- Conversion of Shares; Purchase of License Rights
- Covey
- Covey Leadership Center, Inc
- Covey Meeting
- (d) Capitalization
- (d) Capital Structure of Franklin
- (d) Conversion of Securities
- (dd) Ownership of Stock
- Dissenters' Rights
- (d) Preservation of Business
- (d) Tax Treatment
- (e) Access
- (e) Dissenting Shares
- (ee) Execution, Delivery and Enforceability of Agreement; No Violation
- (e) Files and Records
- Employees
- (e) SEC Documents
- (e) Subsidiaries
- Exchange of Certificates
- Experts
- Fees and Expenses
- (f) Financial Statements
- (ff) Residence and Domicile
- (f) Indemnification of Covey Officers and Directors
- (f) Information Supplied
- (f) Notice of Developments
- Franklin
- Franklin Covey
- Franklin Meeting
- (f) Surrender and Exchange of Covey Options
- General
- (g) Events Subsequent to Most Recent Fiscal Year End
- (g) Exclusivity
- (gg) Investment Representations
- (g) License of Intellectual Property
- (g) No Default
- Gross margin
- (g) Tax Benefits
- (h) Compliance with Applicable Laws
- (hh) Brokers or Finders
- (h) Representations and Warranties
- (h) Subsidiary Names
- (h) Undisclosed Liabilities
- (i) Bylaws
- (i) Conduct of Business; Records and Books of Account
- (i) Hart-Scott-Rodino Act Compliance
- (ii) Additional Information
- (i) Litigation
- Incorporation of Certain Documents by Reference
- Index to Pro Forma and Historical Financial Statements
- Intellectual Property
- Interests of Certain Persons in the Merger
- (j) Confidentiality
- (j) Events Subsequent to the Most Recent Fiscal Quarter End
- (jj) Name; Shareholder Claims Against Covey
- (j) Tax Matters
- (k) Real and Personal Property and Related Matters
- (k) Undisclosed Liabilities
- (l) Disclosure
- Legal Matters
- (l) Environmental Compliance
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Franklin Quest Co
- Merger Agreement
- Merger and Related Transactions, The
- Merger, The
- (m) Legal Compliance
- Net income
- Net income per share
- (n) Intellectual Property
- Notes to Consolidated Financial Statements
- Notes to Pro Forma Combined Financial Statements
- (o) Contracts
- Operations Following the Merger
- Opinion of Financial Advisor
- Opinion of Merrill Lynch
- Other Related Agreements
- Part 13
- (p) Insurance
- Plan of Merger
- Principal Stockholders of Covey
- Principal Stockholders of Franklin
- Principal Stockholders of Franklin Covey Co. (Pro Forma)
- Products
- Pro Forma Combined Balance Sheet as of February 28, 1997
- Pro Forma Combined Statement of Income for the six months ended February 28, 1997
- Pro Forma Combined Statement of Income for the year ended August 31, 1996
- (q) Powers of Attorney
- Reasons for the Merger
- Regulatory Matters
- Related Agreements
- Representations and Covenants
- Risk Factors
- (r) Litigation
- Sales
- Selected Historical Financial Data
- (s) Employees; Employment Practices: Compensation and Vacations
- Software
- Stockholder Proposals
- Strategic Distribution Alliances
- Strategy
- Summary
- Summary Historical Financial and Operating Data
- Summary Pro Forma Franklin and Covey Combined Financial Data
- Table of Contents
- (t) Employee Benefit Plans
- Termination or Amendment
- The Merger
- The Merger and Related Transactions
- Time Management Products
- Trademarks and copyrights
- Training
- Training, Facilitation and Consulting Services
- (u) Compliance with Laws; Certain Operations
- Unaudited Pro Forma Combined Financial Information
- (v) Indebtedness
- (w) Labor Discussions and Troubles
- Workshops
- (x) Notes and Accounts Receivable
- (y) No Bankruptcy Proceedings
- (z) Bank Accounts and Safe Deposit Boxes; Powers of Attorney
- 1.1 The Plan of Merger
- 1.2 Taking of Necessary Action; Further Action
- 1.3 Proxy Statement
- 1.4 Expenses of the Proxy Statement
- 1.5 Indemnification
- 2.1 Conditions to Obligations of Each Party to Effect the Merger
- 2.2 Conditions to Obligation of Franklin
- 2.3 Conditions to Obligation of Covey and the Shareholders
- 3.1 Pre-Merger Covenants
- 3.2 Tax Distributions to Covey Shareholders
- 3.3 Disclosure Schedule
- 4.1 Post-Merger Covenants
- 5.1 Representations and Warranties of Covey and the Shareholders
- 5.2 Representations and Warranties of Franklin
- 6.10 Governing Law
- 6.11 Amendments and Waivers
- 6.12 Severability
- 6.13 Expenses
- 6.14 Construction
- 6.15 Incorporation of Exhibits and Schedules
- 6.16 Remedies
- 6.17 Directly or Indirectly
- 6.18 Attorney's Fees
- 6.1 Termination
- 6.2 Liquidated Damages
- 6.3 Press Releases and Announcements
- 6.4 No Third Party Beneficiaries
- 6.5 Entire Agreement
- 6.6 Succession and Assignment
- 6.7 Counterparts
- 6.8 Headings
- 6.9 Notices
- 7.1 Definitions
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1 | 1st Page - Filing Submission
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6 | Covey Leadership Center, Inc
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8 | Table of Contents
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9 | Available Information
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10 | Incorporation of Certain Documents by Reference
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11 | Summary
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" | Franklin
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" | Covey
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" | The Merger
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12 | Exchange of Certificates
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" | Reasons for the Merger
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" | Operations Following the Merger
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" | Franklin Meeting
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" | Covey Meeting
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13 | Appraisal Rights
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" | Interests of Certain Persons in the Merger
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" | Opinion of Financial Advisor
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14 | Related Agreements
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" | Representations and Covenants
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" | Conditions to the Merger
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" | Closing
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" | Termination or Amendment
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15 | Fees and Expenses
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" | Risk Factors
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" | Regulatory Matters
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" | Certain Federal Income Tax Considerations
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" | Accounting Treatment
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16 | Franklin Covey
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18 | Summary Historical Financial and Operating Data
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20 | Summary Pro Forma Franklin and Covey Combined Financial Data
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26 | Principal Stockholders of Franklin
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29 | Principal Stockholders of Covey
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30 | The Merger and Related Transactions
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" | General
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" | Conversion of Shares; Purchase of License Rights
|
" | Conversion of Options
|
" | Amendment to Articles of Incorporation
|
31 | Background of the Merger
|
35 | Opinion of Merrill Lynch
|
41 | Other Related Agreements
|
50 | Principal Stockholders of Franklin Covey Co. (Pro Forma)
|
52 | Selected Historical Financial Data
|
54 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Franklin Quest Co
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" | Management's Discussion and Analysis of Financial Condition and Results of Operations
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55 | Sales
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56 | Gross margin
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62 | Net income
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65 | Business of Franklin
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66 | Software
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70 | Competition
|
" | Products
|
71 | Trademarks and copyrights
|
72 | Employees
|
76 | Business of Covey
|
77 | Strategy
|
78 | Training, Facilitation and Consulting Services
|
" | Workshops
|
79 | Time Management Products
|
81 | Strategic Distribution Alliances
|
" | Training
|
82 | Content and Product Development
|
" | Intellectual Property
|
86 | Comparison of Rights of Stockholders of Franklin and Covey
|
" | Stockholder Proposals
|
87 | Experts
|
" | Legal Matters
|
88 | Index to Pro Forma and Historical Financial Statements
|
89 | Unaudited Pro Forma Combined Financial Information
|
90 | Pro Forma Combined Balance Sheet as of February 28, 1997
|
91 | Pro Forma Combined Statement of Income for the six months ended February 28, 1997
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92 | Pro Forma Combined Statement of Income for the year ended August 31, 1996
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93 | Notes to Pro Forma Combined Financial Statements
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101 | Notes to Consolidated Financial Statements
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102 | Net income per share
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127 | Merger Agreement
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132 | Article 1 -- the Merger
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" | 1.1 The Plan of Merger
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" | (a) The Merger
|
" | (b) Effect of the Merger
|
" | (c) Articles of Incorporation and Bylaws; Directors and Officers
|
" | (d) Conversion of Securities
|
134 | (e) Dissenting Shares
|
" | (f) Surrender and Exchange of Covey Options
|
135 | (g) License of Intellectual Property
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" | 1.2 Taking of Necessary Action; Further Action
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" | 1.3 Proxy Statement
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136 | 1.4 Expenses of the Proxy Statement
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" | 1.5 Indemnification
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137 | Article 2 -- Conditions
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" | 2.1 Conditions to Obligations of Each Party to Effect the Merger
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138 | 2.2 Conditions to Obligation of Franklin
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140 | 2.3 Conditions to Obligation of Covey and the Shareholders
|
141 | Article 3 -- Pre-Merger Covenants
|
" | 3.1 Pre-Merger Covenants
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" | (a) Notices and Consents
|
142 | (b) Operation of Business
|
" | (c) Affiliated Transactions
|
" | (d) Preservation of Business
|
" | (e) Access
|
" | (f) Notice of Developments
|
" | (g) Exclusivity
|
143 | (h) Representations and Warranties
|
" | (i) Hart-Scott-Rodino Act Compliance
|
" | (j) Confidentiality
|
" | 3.2 Tax Distributions to Covey Shareholders
|
144 | 3.3 Disclosure Schedule
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145 | Article 4 -- Additional Agreements
|
" | 4.1 Post-Merger Covenants
|
" | (a) Franklin Governance
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147 | (b) Confidentiality
|
" | (c) Indemnification
|
150 | (d) Tax Treatment
|
151 | (e) Files and Records
|
" | (f) Indemnification of Covey Officers and Directors
|
" | (g) Tax Benefits
|
152 | (h) Subsidiary Names
|
" | (i) Bylaws
|
" | Article 5 -- Representations and Warranties
|
" | 5.1 Representations and Warranties of Covey and the Shareholders
|
" | (a) Organization, Qualification and Corporate Power
|
" | (b) Authorization of Transaction
|
153 | (c) Noncontravention
|
" | (d) Capitalization
|
154 | (e) Subsidiaries
|
" | (f) Financial Statements
|
" | (g) Events Subsequent to Most Recent Fiscal Year End
|
155 | (h) Undisclosed Liabilities
|
" | (i) Conduct of Business; Records and Books of Account
|
" | (j) Tax Matters
|
157 | (k) Real and Personal Property and Related Matters
|
158 | (l) Environmental Compliance
|
159 | (m) Legal Compliance
|
" | (n) Intellectual Property
|
160 | (o) Contracts
|
161 | (p) Insurance
|
" | (q) Powers of Attorney
|
" | (r) Litigation
|
162 | (s) Employees; Employment Practices: Compensation and Vacations
|
" | (t) Employee Benefit Plans
|
163 | (u) Compliance with Laws; Certain Operations
|
" | (v) Indebtedness
|
" | (w) Labor Discussions and Troubles
|
" | (x) Notes and Accounts Receivable
|
164 | (y) No Bankruptcy Proceedings
|
" | (z) Bank Accounts and Safe Deposit Boxes; Powers of Attorney
|
" | (aa) Potential Conflicts of Interest
|
" | (bb) Brokers' Fees
|
" | (cc) Disclosure
|
" | (dd) Ownership of Stock
|
165 | (ee) Execution, Delivery and Enforceability of Agreement; No Violation
|
" | (ff) Residence and Domicile
|
" | (gg) Investment Representations
|
166 | (hh) Brokers or Finders
|
" | (ii) Additional Information
|
" | (jj) Name; Shareholder Claims Against Covey
|
" | 5.2 Representations and Warranties of Franklin
|
" | (a) Organization
|
167 | (d) Capital Structure of Franklin
|
168 | (e) SEC Documents
|
" | (f) Information Supplied
|
" | (g) No Default
|
" | (h) Compliance with Applicable Laws
|
169 | (i) Litigation
|
" | (j) Events Subsequent to the Most Recent Fiscal Quarter End
|
" | (k) Undisclosed Liabilities
|
" | (l) Disclosure
|
" | Article 6 -- Miscellaneous
|
" | 6.1 Termination
|
170 | 6.2 Liquidated Damages
|
171 | 6.3 Press Releases and Announcements
|
" | 6.4 No Third Party Beneficiaries
|
" | 6.5 Entire Agreement
|
" | 6.6 Succession and Assignment
|
" | 6.7 Counterparts
|
172 | 6.8 Headings
|
" | 6.9 Notices
|
173 | 6.10 Governing Law
|
" | 6.11 Amendments and Waivers
|
" | 6.12 Severability
|
" | 6.13 Expenses
|
" | 6.14 Construction
|
" | 6.15 Incorporation of Exhibits and Schedules
|
" | 6.16 Remedies
|
174 | 6.17 Directly or Indirectly
|
" | 6.18 Attorney's Fees
|
" | Article 7 -- Definitions
|
" | 7.1 Definitions
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179 | Articles of Merger
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182 | Plan of Merger
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192 | Part 13
|
" | Dissenters' Rights
|