UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 7, 1997
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Date of Report (Date of earliest event reported)
COVOL TECHNOLOGIES, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 0-27803 87-0547337
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(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification No.)
3280 North Frontage Road
Lehi, Utah, 84043
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(Address of principal (Zip Code)
executive offices)
(801) 768-4481
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(Registrant's telephone number, including area code)
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Item 9. Sales of Equity Securities Pursuant to Regulation S
On July 7, 1997, and in reliance on Regulation S of the Securities Act
of 1933, as amended ("Regulation S"), Covol Technologies, Inc. (the "Company")
received additional funds and accepted additional subscriptions for the sale of
60,000 units (the "Units") from accredited non-U.S. persons (the "Non-U.S.
Persons") in connection with Regulation S sales that occurred on similar units
on May 26, 1997 as reported in the Company's Current Report on Form 8-K dated
June 6, 1997. Each Unit consisted of (i) one share of Company common stock,
$0.001 par value per share (the "Common Stock"), and (ii) a warrant to acquire
one share of Company Common Stock at a price of $7.25 per share (the
"Warrants"), for a total purchase price per Unit of $6.00, or a total of
$360,000. The Warrants are exercisable at any time prior to the second
anniversary of their issuance. On May 26, 1997, the Company sold 224,000 Units,
for a total purchase price of $1,344,000 resulting in a total of 284,000 Units
for an aggregate purchase price of $1,704,000 having been sold on May 26, 1997
and July 7, 1997 in connection with this Regulation S sale of securities.
The shares of Company Common Stock issuable under the Warrants and the
Finder Warrants (as defined below) have piggy-back registration rights and
conditional demand registration rights. The conditional demand registration
rights are triggered if within twelve (12) months from the date of subscription,
the Securities and Exchange Commission imposes an additional holding period
requirement on securities issued under Regulation S, other than those holding
period restrictions currently in effect.
Doyle Capital Resources, an Australian entity located at Level 32,
Chifley Tower, Two Chifley Square, Sydney NSW 2000 Australia ("Doyle Capital
Resources"), and Aymkone Pty Ltd, an Australian entity located at Level 4, 70
Castlereagh Street, Sydney NSW 2000 Australia ("Aymkone"), acted as finders in
the sale to the Non-U.S. Persons. As compensation for acting as finders on both
subscriptions, Doyle Capital Resources received a cash fee of five percent of
the proceeds of such offerings and Aymkone received warrants (the "Finder
Warrants") to purchase 71,000 shares of Company Common Stock at a price of $7.25
per share in connection with the May 26, 1997 sales and the July 7, 1997 sales.
The Finder Warrants are exercisable at any time prior to the second anniversary
of their issuance. Based upon representations made to the Company, Aymkone is
also a non-U.S. person and the Finder Warrants were issued in reliance on
Regulation S.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COVOL TECHNOLOGIES, INC.
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(Registrant)
/s/ Stanley M. Kimball
Date: July 21, 1997 -------------------------------
By: Stanley M. Kimball
Title: Chief Financial Officer
