SEC Comment Letter for FRANKLIN COVEY CO (FC) (CIK 0000886206) (FC) — Feb 22, 2005
FRANKLIN COVEY CO (FC) (CIK 0000886206)
Date: Feb. 22, 2005 · CIK: 0000886206 · Accession: 0000000000-05-008417
AI Filing Summary & Sentiment
File numbers found in text: 001-11107
Letter
January 23, 2005 Robert A. Whitman President, Chief Executive Officer and Chairman of the Board Franklin Covey Co. 2200 West Parkway Boulevard Salt Lake City, Utah 84119-2331
Re: Franklin Covey Co. Revised Preliminary Proxy Statement on Schedule 14A Filed on January 19, 2005 File No. 001-11107
Dear Mr. Whitman:
We have reviewed selected portions of your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects and welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note that the fairness opinion and analysis appears to be concerned exclusively with the fairness of the recapitalization to the holders of your common stock. But the preferred is publicly registered and trading equity. Please revise to explain why the transaction is fair to its holders or supplementally advise why you believe that is not necessary.
As appropriate, please amend the proxy statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
Direct any questions to Hanna Teshome at (202) 942-2975, or in her absence, to me at (202) 942-1850.
Sincerely,
Max A. Webb
Assistant Director
Show Raw Text
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<TEXT>
January 23, 2005
Robert A. Whitman
President, Chief Executive Officer and
Chairman of the Board
Franklin Covey Co.
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2331
Re: Franklin Covey Co.
Revised Preliminary Proxy Statement on Schedule 14A
Filed on January 19, 2005
File No. 001-11107
Dear Mr. Whitman:
We have reviewed selected portions of your filing and have
the
following comments. Where indicated, we think you should revise
your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review. Feel
free
to call us at the telephone numbers listed at the end of this
letter.
General
1. We note that the fairness opinion and analysis appears to be
concerned exclusively with the fairness of the recapitalization to
the holders of your common stock. But the preferred is publicly
registered and trading equity. Please revise to explain why the
transaction is fair to its holders or supplementally advise why
you
believe that is not necessary.
As appropriate, please amend the proxy statement in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
Direct any questions to Hanna Teshome at (202) 942-2975, or
in
her absence, to me at (202) 942-1850.
Sincerely,
Max A. Webb
Assistant Director
cc: via facsimile
Nolan S. Taylor
Dorsey & Whitney LLP
(801) 933-7373
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Robert A. Whitman
Franklin Covey Co.
Page 2 of 2
22202/22/2005
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