FC Franklin Covey Co

As filed with the Securities and Exchange Commission on March 5, 2025

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FRANKLIN COVEY CO.

(Exact name of registrant as specified in its charter)

2200 West Parkway Boulevard

Salt Lake City, Utah 84119-2331

(Address of Principal Executive Offices) (Zip Code)

FRANKLIN COVEY CO. 2022 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Stephen D. Young

Chief Financial Officer

Franklin Covey Co.

2200 West Parkway Boulevard

Salt Lake City, Utah 84119-2331

(Name and address of agent for service)

(801) 817-1776

(Telephone number, including area code, of agent for service)

Copy to:

David Marx Esq.

Dan Lyman Esq.

Dorsey & Whitney LLP

111 South Main Street, Suite 2100

Salt Lake City, UT 84111

(801) 933-7363

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register 575,000 shares of common stock, par value $0.05 per share (the “Common Stock”), of Franklin Covey Co. (the “Company”) which may be issued under the Franklin Covey Co. 2022 Omnibus Incentive Plan, as amended by that certain Amendment No.1 (as amended, the “Plan”).

The Company previously registered an aggregate 1,000,000 shares of its Common Stock for issuance under the Plan by a registration statement on Form S-8 (File No. 333-262526) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2022 (the “Prior Registration Statement”). On November 15, 2024, the Company’s Board of Directors increased the authorized number of shares under the Plan from 1,000,000 to 1,575,000 shares, which the Company’s stockholders approved on January 24, 2025.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction E, the Company hereby incorporates by reference herein the contents of the Prior Registration Statement and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by Franklin Covey Co. (the “Company”), are incorporated by reference in this Registration Statement, as of their respective dates:

We also incorporate by reference into this Registration Statement all documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the completion or termination of the offering. Notwithstanding the foregoing, unless expressly incorporated into this Registration Statement, we are not incorporating by reference information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, nor in any documents or other information that is deemed to have been “furnished” to and not “filed” with the SEC. Any statements contained in a previously filed document incorporated by reference into this Registration Statement is deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on March 5, 2025.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul S. Walker and Stephen D. Young, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the dates indicated.

Exhibit 5.1

March 5, 2025

Franklin Covey Co.

2200 West Parkway Boulevard

Salt Lake City, 84119-2099

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Franklin Covey Co., a Utah corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to up to 575,000 shares of common stock, par value $0.05 per share, of the Company (the “Shares”) that may be issued pursuant to the Amendment No.1 to the Franklin Covey Co. 2022 Omnibus Incentive Plan (the “Plan”).

We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

Our opinions expressed above are limited to the laws of the State of Utah.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

DFM/DPL

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 12, 2024 relating to the financial statements of Franklin Covey Co. and the effectiveness of Franklin Covey Co.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Franklin Covey Co. for the year ended August 31, 2024.

/s/ Deloitte & Touche LLP

Salt Lake City, Utah

March 5, 2025

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Franklin Covey Co.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities