COVOL TECHNOLOGIES INC
S-3/A, 1999-07-09
BITUMINOUS COAL & LIGNITE MINING
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As filed with the Securities and Exchange Commission on July 9, 1999
                                                      Registration No. 333-67371


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  ------------


                                    FORM S-3
                                 AMENDMENT NO. 3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                  -------------


                            COVOL TECHNOLOGIES, INC.
     ----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


              Delaware                                  87-0547337
- -----------------------------------              -------------------------
   (State or Other Jurisdiction of                   (I.R.S. Employer
   Incorporation or Organization)                 Identification Number)

                            3280 North Frontage Road
                                Lehi, Utah 84043
                                 (801) 768-4481
        -----------------------------------------------------------------
          (Address, Including Zip Code, and Telephone Number, Including
             Area Code, of Registrant's Principal Executive Offices)

                                 Kirk A. Benson
                       Chairman of the Board of Directors
                            3280 North Frontage Road
                                Lehi, Utah 84043
                                 (801) 768-4481
            --------------------------------------------------------
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:

                       Richard T. Beard, Paul H. Shaphren
                         Callister Nebeker & McCullough
                          Gateway Tower East, Suite 900
                              10 East South Temple
                           Salt Lake City, Utah 84133
                                 (801) 530-7300

- -------------------------------------------------------------------

         Approximate  date of commencement of proposed sale to the public:  From
time to time after this 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: [ ]

         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: [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
registration statement for the same offering. [ ]

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) 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. [ ]

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. [ ]

                                ----------------


         Covol  hereby  amends  this  Form  S-3 on such  date or dates as may be
necessary to delay its effective date until Covol shall file a further amendment
which  specifically  states that this Form S-3 shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until this Form
S-3 shall  become  effective  on such date as the SEC,  acting  pursuant to said
Section 8(a), may determine.

         The information contained in this prospectus is not complete and may be
changed.  We may not sell these securities until the Form S-3 filed with the SEC
is effective.  This  prospectus is not an offer to sell these  securities and is
not soliciting an offer to buy these  securities in any state where the offer or
sale is not permitted.

<PAGE>


Preliminary prospectus                  Subject to Completion dated July 9, 1999




                                   Prospectus


                                5,149,358 SHARES


                            COVOL TECHNOLOGIES, INC.

                                  COMMON STOCK

         This is an  offering of shares of common  stock of Covol  Technologies,
Inc. Only the selling  stockholders  identified in this  prospectus are offering
shares  to be sold in the  offering.  Covol is not  selling  any  shares  in the
offering.



         Covol's common stock is quoted on the Nasdaq Stock Market(SM) under the
symbol CVOL. On July 8, 1999,  the last reported sale price for the common stock
on the Nasdaq Stock Market(SM) was $5.81 per share.



         Covol's executive offices and telephone number are:

                           3280 North Frontage Road
                           Lehi, Utah  84043
                           (801) 768-4481

This investment involves high risks. See "Risk Factors" beginning on page 3.

                              --------------------

The common stock offered in this  prospectus has not been approved by the SEC or
any state securities  commission,  nor have these organizations  determined that
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.


                                   -----------




                 The date of this prospectus is _________,1999


<PAGE>

         You should rely only on the  information  incorporated  by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone  else to provide  you with  different  information.  We are not making an
offer of these  securities  in any state where the offer is not  permitted.  You
should not assume that the  information  in this  prospectus  or any  prospectus
supplement  is accurate as of any date other than the date on the front of those
documents.

                               ------------------
                                TABLE OF CONTENTS
                               ------------------
                                                                           Page


RISK FACTORS.................................................................3


FORWARD LOOKING STATEMENTS...................................................8

AVAILABLE INFORMATION........................................................9

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................9

USE OF PROCEEDS.............................................................10

SELLING STOCKHOLDERS........................................................10

PLAN OF DISTRIBUTION........................................................16

LEGAL MATTERS...............................................................16

EXPERTS.....................................................................17


                                       2
<PAGE>

                                  RISK FACTORS

         You should  consider  carefully  the  following  risk factors and other
information in this document before investing in our common stock.

We Have a History of Losses; No Assurance of Profit

         We  have  incurred  total  losses  of  approximately  $46,000,000  from
February  1987  through  March 31,  1999.  Although we earned net income for the
quarters  ended  March 31, 1998 and June 30,  1998,  our  performance  for these
quarters may not be indicative of future  results.  These two quarters  included
income from one-time  payments of advance license fees. We may not be profitable
in the future.  Subsequent quarters have had operating losses,  including a loss
of approximately $5,000,000 for the quarter ended March 31, 1999.

Ongoing Financial Viability Depends on License Revenues

         Our  existence  depends on the ability of our  licensees to produce and
sell  synthetic  fuel  which  will  generate  license  fees  to  us.  There  are
twenty-four  synthetic fuel plants that utilize our patented technology and from
which we intend to earn license fees. We have four additional  facilities  which
utilize a  technology  that we  acquired  during the six months  ended March 31,
1999. These 28 facilities do not presently  operate at levels needed to generate
significant  revenues to us. Improved operations at each of these plants depends
on the ability of the plant owner to produce a  marketable  quality of synthetic
fuel, and the ability of the plant owner to market the synthetic fuel. It is not
certain what time will be required to resolve these operating  issues or whether
these  issues  can be  resolved,  and it is not  certain  how much  time will be
required for the synthetic fuel to obtain market acceptance.  These problems are
in some ways beyond our control.

Our Owned  Facilities  Have Not Been Sold and Have  Substantial  Operating  Cash
Needs


         We currently own four synthetic fuel facilities that are held for sale.
Operation of these  facilities  requires a substantial  amount of cash. In March
1999,  we obtained  debt and equity  financing  which  provided  net proceeds of
approximately  $14,800,000.  These proceeds will be used for operating expenses,
debt repayment and debt service requirements until sufficient operating revenues
are  generated.  It is not  certain  when or whether  license  revenues  will be
sufficient to meet operating and debt service requirements. Therefore, we do not
know how long the current  capital will last. We are continuing to cut operating
costs, but further potential cost reductions are limited due to our need to work
with plant  owners in order to increase  license  revenues.  Operating  expenses
associated with these plants currently cost approximately $600,000 per month. We
are actively trying to sell these plants and enter into license agreements under
which  we  would  be paid  advance  license  fees  and  license  fees  based  on
production.  None of these  plants is  presently  under  contract  for  sale.  A
non-binding  letter of intent  has been  signed  for the sale of one  plant.  An
additional  non-binding  letter of intent has been signed with the same  entity,
which if fully  consummated,  would result in the sale of Covol's synthetic fuel
business,  including  the other  three owned  synthetic  fuel  facilities.  More
information on these proposed transactions is provided in Covol's Form 8-K filed
July 7, 1999.


Debt Terms and Covenants Restrict Our Activities

                                       3
<PAGE>

         We  entered  on March  17,  1999 into debt and  equity  financing  that
contains   restrictions   on  business   activities  and  covenants  for  future
activities. We also agreed to meet specific quarterly earnings targets beginning
with the quarter  ending  December  31, 1999 and for  subsequent  quarters.  The
consolidated  earnings target for the quarter ending December 31, 1999, adjusted
principally for interest, taxes,  depreciation and amortization,  is $5,000,000.
The earnings target increases in subsequent quarters. These terms and conditions
also restrict or prohibit specific activities,  including for example, incurring
more than  $4,000,000  of additional  indebtedness,  and the issuance of debt or
equity securities in a senior position.  Non-compliance  could result in penalty
charges, acceleration of repayment,  increased interest or assignment of royalty
payments  from related  collateral.  See our Form 8-K filed March 24, 1999 for a
discussion of the debt terms.

         We or our Licensees May Not Qualify for Tax Credits Granted by Congress
to Encourage Production of Alternative Fuels

         Section 29 of the Internal  Revenue Code  provides a tax credit for the
production  and sale of qualified  synthetic  fuel. We received a private letter
ruling from the IRS in which the IRS agrees  that  synthetic  fuel  manufactured
using our  technology  qualifies for the Section 29 tax credits.  At least seven
other  private  letter  rulings  have been issued by the IRS to licensees of our
technology.  These  rulings  may be  modified  or  revoked by the IRS if the IRS
adopts regulations that are different from these rulings. Also, a private letter
ruling may not apply if the actual practice  differs from the information  given
to the IRS for the ruling.  Therefore,  tax credits may not be  available in the
future, which would materially adversely impact us. See our Form 10-K for fiscal
year 1998, "ITEM 1. BUSINESS - Tax Credits" for an explanation of qualifications
for Section 29 tax credits.

         Based upon the language of Section 29 of the Internal  Revenue Code and
private letter  rulings  issued by the IRS to us and our  licensees,  we and our
licensees  believe the synthetic fuel facilities built and completed by June 30,
1998 are eligible for Section 29 tax credits.  However, the ability to claim the
tax credits is dependent upon a number of conditions including,  but not limited
to, the following:

         o         The  facilities  were  constructed   pursuant  to  a  binding
                   contract entered into on or before December 31, 1996;
         o         All steps were taken for the facility to be considered placed
                   in service;
         o         Manufacturing procedures are applied to produce a significant
                   chemical change and hence a "qualified fuel";
         o         The synthetic fuel is sold to an unrelated party; and
         o         The owner of the facility is in a tax paying position and can
                   therefore use the tax credits.

         The IRS may  challenge us or our licensees on any one of these or other
conditions.  Also,  we or our  licensees  may not be in a financial  position to
claim the tax  credits  if we or they are not  profitable.  The  inability  of a
licensee  to claim tax  credits  would  potentially  reduce our income  from the
licensees.

Synthetic Fuel Facilities May Not Be  Commercially  Viable After the Tax Credits
Expire

         The  synthetic  fuel  facilities  that  qualify for tax  credits  under
Section 29 of the tax code  receive  economic  benefits  from the tax credits in
addition to the benefits, if any, from operations. It is possible that synthetic
fuel  facilities  that are not  eligible  for tax  credits  cannot  be built and
operated profitably.

                                       4
<PAGE>

         Section 29 expires on December  31,  2007 after which tax credits  will
not apply to the synthetic fuel facilities.  In order to remain  competitive and
commercially  viable  after  2007,  we must manage our costs of  production  and
feedstock,  and we must also develop the market for synthetic fuel with adequate
prices to cover the costs.

Other Applications of Our Technology May Not Be Commercially Viable

         We have developed and patented  technologies related to the briquetting
of wastes and by products from the coal, coke and steel industries. We have also
tested in the laboratory the briquetting of other materials. However, to date we
have only  commercialized our coal-based  synthetic fuel application.  The other
applications   have  not  been   commercialized  or  proven  out  in  full-scale
operations.  We may not be able to employ these other  applications  profitably.
See our Form 10-K for fiscal year 1998,  "ITEM 1.  BUSINESS - Business  Strategy
Engineered   Resources"  for  a  discussion  of  non-coal  applications  of  our
technology.

We May Be Unable to Obtain Necessary Additional Funding

         We have  significant cash outflow  requirements  during fiscal 1999 and
beyond, for:

         o         debt repayments,
         o         working capital, and
         o         implementation of our business strategy.

         The current amount of outstanding debt is approximately $42,300,000, of
which  approximately  $6,700,000  is due between  now and  September  30,  1999.
Substantially  all of our property,  plant and equipment and facilities held for
sale are collateral for debt.

         Our  cash  needs  will  differ  depending  on  the  operations  of  the
licensees'  synthetic  fuel  facilities  and  the  timing  of the  sale  of four
facilities which are currently owned by us and held for sale. Our ability to pay
debt as it  matures  is  dependent  primarily  upon  our  ability  to  sell  the
facilities  which are held for sale.  There can be no assurance  that we will be
able to raise any additional funds when needed or that such financing will be on
terms acceptable to us.

We are  Dependent  Upon Third Party  Licensees  for  Commercial  Application  of
Technology

         We depend on  licensees  to  commercially  employ our  technology.  The
payments  received by us as royalties  and from sales of our  patented  chemical
binder to the  facilities,  are directly  related to the level of production and
sales of the synthetic  fuel.  There is no assurance  that our licensees will be
able to operate the  facilities  at a sufficient  level of production to provide
adequate  payments to us to meet our ongoing  financial needs. See our Form 10-K
for  fiscal  year  1998,  "ITEM  1.  BUSINESS  -  Synthetic  Fuel  Manufacturing
Facilities"  for a list of our  licensees  and a  discussion  of our license and
royalty agreements with them.

Market Acceptance of Synthetic Fuel Products is Uncertain

                                       5
<PAGE>

         We are  uncertain  of the market  acceptance  of products  manufactured
using our  technology.  The synthetic  fuel product  competes with standard coal
products.  Moisture control,  hardness,  special handling requirements and other
characteristics of the synthetic fuel product may affect its marketability.  For
these and other possible reasons,  customers may not purchase the synthetic fuel
products made with our technology.  To date our licensees have secured contracts
for the  sale of only a  portion  of  their  production.  We do not  know if our
licensees  will be able to secure  market  contracts  for their  synthetic  fuel
products at full production levels.

Supply of Sufficient Raw Materials for Synthetic Fuel Facilities is Not Assured

         We and our licensees  have not secured all the raw materials  needed to
operate all of the facilities  for the full term of the tax credit.  Some of the
owners of  facilities  are  constructing  coal  washing  facilities  to  provide
feedstock and some of the  facilities  may have to be moved to sites with enough
raw materials for  operation.  See our Form 10-K for fiscal year 1998,  "ITEM 1.
BUSINESS - Supply of Raw Materials" for a discussion of our principal sources of
raw materials.

We Must Comply With Government Environmental Regulations

         The synthetic fuel  facilities  which use our  technology  must satisfy
regulations  regarding the discharge of pollutants into the  environment.  We or
the facility owners may be subject to fines for any violation of regulations due
to design  flaws,  construction  flaws,  or operation  errors.  A violation  may
prevent a  facility  from  operating  until the  violation  is cured.  We or our
licensees may be liable for  environmental  damage from  facilities not operated
within environmental  guidelines.  See our Form 10-K for fiscal year 1998, "ITEM
1. BUSINESS - Government  Regulation" for a discussion of the principal areas of
federal and state regulation which we are subject to.

We have Significant Competitors

         We experience competition from:

         o         Other   alternative  fuel  technology   companies  and  their
                   licensees,
         o         Companies  that  specialize  in the disposal and recycling of
                   waste  products  generated  by coal,  coke,  steel  and other
                   resource production, and
         o         Traditional coal, fuel, and natural resource suppliers.

         Competition  may  come  in the  form  of  the  licensing  of  competing
technologies or in the marketing of similar products.  We currently have limited
experience in manufacturing and marketing.  Many of our competitors have greater
financial,  management  and other  resources than we have. We may not be able to
compete successfully.  See our Form 10-K for fiscal year 1998, "ITEM 1. BUSINESS
- -  Competition"  for a  discussion  of the  competitors  in the  synthetic  fuel
industry that we are aware of.

Limitation on Protection of Key Intellectual Property

         We rely on patent,  trade secret,  copyright and trademark law, as well
as  confidentiality  agreements  and other  security  measures  to  protect  our
intellectual  property.  These  rights or future  rights or  properties  may not
protect our interests in present and future intellectual  property.  Competitors
may  successfully  contest our patents or may use concepts and  processes  which
enable  them to  circumvent  our  technology.  See our Form 10-K for fiscal year
1998, "ITEM 1. BUSINESS - Proprietary Protection" for a list of our trade names,
patents and other intellectual property and a discussion of its value to us.

Technological Developments by Third Parties Could Increase Our Competition

         Alternative  fuel sources and the  recycling of waste  products are the
subject  of  extensive  research  and  development  by  our  competitors.  If  a
competitive  technology  were developed  which greatly  increased the demand for
waste products or reduced the costs of alternative fuels or other resources, the
economic viability of our technology would be adversely affected.

                                       6
<PAGE>

         Furthermore,  we may not be able to develop or refine our technology to
keep up with future synthetic fuel  requirements or to  commercialize  the other
applications  of our technology as discussed in our business  strategy.  See our
Form 10-K for  fiscal  year  1998,  "ITEM 1.  BUSINESS  -  Business  Strategy  -
Licensing and  Technology  Transfer" for a discussion of our efforts to continue
to develop and refine our technology.

Operations Liability May Exceed Insurance Coverage

         We are  subject  to  potential  operational  liability  risks,  such as
liability for workers  compensation  and injuries to employees or third parties,
which are inherent in the  manufacturing of industrial  products.  While we have
obtained casualty and property insurance in the amount of $10,000,000,  with the
intent of covering these risks,  there can be no assurance that operation of our
owned  facilities  will not  expose us to  operational  liabilities  beyond  our
insurance coverage.

No Dividends Are Contemplated in the Foreseeable Future

         We have never paid and do not intend to pay  dividends  on common stock
in the foreseeable future. In addition, dividends on common stock cannot be paid
until  cumulative  dividends on our outstanding  preferred stock are fully paid.
Our ability to pay dividends  without approval of the debt and equity holders is
also restricted and prohibited by covenant as long as the debt and equity issued
in our recent financing is outstanding.

Common Stock Price May Continue to be Volatile

         Our common stock is traded on the Nasdaq Stock  Market(SM).  The market
for our  common  stock  has been  volatile.  Factors  such as  announcements  of
production or marketing of synthetic  fuel from the synthetic  fuel  facilities,
technological   innovations  or  new  products  or  competitors   announcements,
government   regulatory  action,   litigation,   patent  or  proprietary  rights
developments,  and market conditions in general could have a significant  impact
on the  future  market  for our  common  stock.  You may not be able to sell our
common stock at or above your purchase price.


Preferred  Dividends  Accumulate  Until  Paid  and  Must  Be Paid  Prior  to Any
Dividends to Holders of Common Stock


         We have issued preferred stock that has  preferential  dividend rights,
which  dividends  will  accumulate  if  unpaid.  Dividends  on common  stock are
prohibited until the  preferential  rights of the preferred stock are satisfied.
If we are  liquidated,  the preferred  stockholders  are entitled to liquidation
proceeds after creditors but before common stockholders. The preferred stock can
be  converted  to  common  stock.  See our Form 8-K filed  March 24,  1999 for a
discussion of rights of the preferred stock.

                                        7
<PAGE>

Future Sales of Common Stock May Dilute Stockholders

         We have the  authority to issue up to 12,414,039  additional  shares of
common stock and 9,921,990  additional  shares of preferred  stock. We may issue
stock in the future at amounts  below  current  market  prices which would cause
dilution to stockholders.


Conversion of Convertible Securities May Dilute Stockholders


         We have issued many securities  which are  convertible  into registered
common  stock.  As of June 25,  1999,  we had  approximately  12,600,000  shares
outstanding  and  approximately  11,900,000  shares  issuable upon conversion of
convertible  preferred stock and convertible debt, and upon exercise of warrants
and  options.  Approximately  3,500,000  shares are  issuable  upon  exercise or
conversion at prices below the current market price. We had commitments to issue
approximately  2,960,000 shares of common stock to current and prior management,
consultants, advisors and board of director members under all option agreements.
Approximately  1,410,000  options are  exercisable  at prices  below the current
market price.  These options have a weighted average exercise price of $2.03 per
share.  These  numbers  are as of June 25,  1999 and do not  reflect  additional
shares we may issue in the future pursuant to anti-dilution  provisions.  To the
extent  warrants,  options and other  convertible  securities are converted into
common stock,  stockholder  interests in us will be diluted. If the market value
of the common stock decreases significantly, the offering price per share in our
private  placements  or  public  offerings  may  decrease  causing  dilution  of
ownership to other stockholders.


Dilution  of  Stockholders  Due to Sales  of  Common  Stock  and  Conversion  of
Convertible Securities May Affect Our Ability to Raise Additional Capital

         Sales of common stock and convertible preferred stock, and the exercise
of options, warrants and other convertible securities may have an adverse effect
on the trading price of and market for our common stock.  A significant  portion
of shares  underlying  our  outstanding  convertible  securities and options and
warrants are subject to registration rights. These rights may affect our ability
to  raise  additional  capital  because  financial  institutions  which  require
registration rights may be unwilling to proceed with a financing where there are
registration  rights  already  in  place  which  impair  the  value  of any  new
registration rights.

We are Under a Grand Jury Inquiry Which has Not Been Resolved

         In 1997 we received a notice of violation and order of compliance  from
the State of Utah,  Division of Air Quality alleging improper asbestos handling.
We signed a settlement  with the state and paid a fine in the amount of $11,000.
In 1997 the U.S.  Environmental  Protection Agency began its own  investigation.
The U.S.  Attorney has proceeded with a grand jury inquiry.  The outcome of this
matter may have adverse effects on us.



                           FORWARD LOOKING STATEMENTS

         Some of the  statements  contained in this  prospectus  discuss  future
expectations,   contain  projections  of  results  of  operations  or  financial
condition or state other "forward-looking"  information. Such information can be
identified  by the use of "may,"  "will,"  "expect,"  "anticipate,"  "estimate,"
"continue"  or  other  similar  words.  When  considering  such  forward-looking
statements,  you  should  keep in mind the risk  factors  and  other  cautionary
statements in this prospectus. These statements are subject to known and unknown
risks,  uncertainties  and other factors that could cause our actual  results to
differ materially from those contemplated by the statements.

                                       8
<PAGE>

                              AVAILABLE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov.  You may also read and
copy any document we file at the SEC's  public  reference  rooms in  Washington,
D.C.,  New  York,  New  York,  and  Chicago,  Illinois.  Please  call the SEC at
1-800-SEC-0330  for further  information on the public  reference rooms. You may
also read and copy these documents at the offices of the Nasdaq Stock Market(SM)
in Washington, D.C.

         This  prospectus is part of a Form S-3  registration  statement that we
filed with the SEC. This prospectus  provides you with a general  description of
the  securities  that may be offered  for sale,  but does not contain all of the
information  that is in the  registration  statement.  To see more  detail,  you
should read the entire  registration  statement and the exhibits  filed with the
registration statement.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until all of the securities are sold. Our file number with the SEC is 0-27808.


         o         Annual  report on Form 10-K filed  January 13, 1999,  for the
                   fiscal  year ended  September  30,  1998,  as amended on Form
                   10-K/A filed June 2, 1999,
         o         Proxy statement dated and filed January 28, 1999,
         o         Quarterly  report on Form 10-Q filed  February 16, 1999,  for
                   the fiscal quarter ended December 31, 1998,
         o         Current report on Form 8-K filed March 24, 1999,
         o         Quarterly  report on Form 10-Q  filed May 14,  1999,  for the
                   fiscal quarter ended March 31, 1999,
         o         Current report on Form 8-K filed July 7, 1999, relating to 1)
                   the  proposed  sale of  Covol's  River  Hill  synthetic  fuel
                   facility,  and 2) the proposed sale of  substantially  all of
                   Covol's synthetic fuel business, and
         o         Description  of  securities  contained  in Item 11 of Covol's
                   Form S-3 on Form 10/A, Amendment No. 2 filed April 24, 1996.



         You may  request a copy of these  filings  at no cost,  by  writing  or
telephoning us at the following address:

                           Investor Relations Department
                           Covol Technologies, Inc.
                           3280 North Frontage Road
                           Lehi, Utah 84043
                           Telephone Number: (801) 768-4481

                                       9
<PAGE>

                                 USE OF PROCEEDS

         The net proceeds  from the sale of common stock will be received by the
selling  stockholders.  Covol will not receive any of the proceeds from any sale
of the shares by the selling stockholders.

         Some selling  stockholders may acquire shares upon exercise of warrants
and options.  The exercise price of most warrants and options exceeds the market
price of the common stock on the date of this prospectus.  Any proceeds to Covol
from the exercise of options or warrants will be used as working capital.


                              SELLING STOCKHOLDERS


         The  information  in the table below is taken as of June 25, 1999.  The
amounts in the table assume full conversion of Series A, B and C preferred stock
held by a selling  stockholder  and exercise of all warrants and options held by
each selling  stockholder.  The selling  stockholders listed in the table do not
necessarily  intend to sell any of their  shares.  Covol filed the  registration
statement  which  includes this  prospectus  partly due to  registration  rights
granted to the selling stockholders,  not because the stockholders had expressed
an intent to immediately sell their shares.

<TABLE>
<CAPTION>

- ---------------------------------------- -------------------------- ---------------- -------------------------------
                                                                                       Shares Beneficially Owned
                                             Number of Shares        Shares to be         After the Offering,
                Name of                  Beneficially Owned Prior   Registered for      Assuming All Registered
           Beneficial Owner                  to the Offering,         Sale in the                  Shares Are
                                           Including Convertible      Offering(1)                Sold
                                                Securities                                 Number        Percent(2)
- ---------------------------------------- -------------------------- ---------------- -------------------------------
<S>                                                <C>                  <C>             <C>               <C>
AJG Financial Services, Inc.
(Lender, Licensee and former 5%                            140,642          140,642
Stockholder)                                              w432,544         w432,544               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             5,400            5,400
Alder, Susan                                                w1,667           w1,667               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Allen, George J. & Roy G.                                    9,200            6,000           3,200    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Alvey, Mike                                                    419              419               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
American Port Consultants                                   15,000           15,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Anderson, Bennett & Rochelle                                24,000           24,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Angel, Robert S.                                            39,000           15,000          24,000    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Apollo Salzburg Bank, Austria                               10,000           10,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            80,467           80,467
Asia Orient Enterprises Ltd.                               w52,800          w52,800               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            12,650           12,650
Baildon Holdings Pty Limited                               w12,650          w12,650               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Bank of Utah, Custodian for the Norman
L. Frost, IRA                                               12,000           12,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------

                                       10
<PAGE>

- ---------------------------------------- -------------------------- ---------------- -------------------------------
                                                                                       Shares Beneficially Owned
                                             Number of Shares        Shares to be         After the Offering,
                Name of                  Beneficially Owned Prior   Registered for      Assuming All Registered
           Beneficial Owner                  to the Offering,         Sale in the                  Shares Are
                                           Including Convertible      Offering(1)                Sold
                                                Securities                                 Number        Percent(2)
- ---------------------------------------- -------------------------- ---------------- -------------------------------
<S>                                                <C>                  <C>             <C>               <C>
Banyan Investment                                           68,000           68,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Beesley, Bill III                                              944              944               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Beesley, William B,  Jr.                                     5,329            1,329           4,000    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Beesley, Mark K                                              1,049            1,049               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Benson, Kirk A. (Director and 5%                           466,665          466,665
Stockholder)                                              w355,555         w355,555               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             4,400            4,400
Black, Geoffrey                                             w4,400           w4,400               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            60,000           60,000
Blackhawk Properties, LLC                                  w60,000          w60,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Bockman, Lane W.                                               500              500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Bours Family Superannuation Fund                            16,160              160          16,000    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Bradshaw, Brett                                                200              200               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Brannon, Anna T.                                             2,500            2,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Busch, Lawrence R.                                          17,641            9,000           8,641    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Cecala, Enrico                                              24,000           24,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            42,142           42,142
Chase, Michael H.                                          w25,000          w25,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Citano Pty Limited ATF G.N. Willis                           9,900            9,900
Family Trust                                                w9,900           w9,900               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            11,000           11,000
Connors, Tom                                               w17,000          w17,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            11,000           11,000
Coralco Pty Limited                                        w11,000          w11,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Criddle, Mark & Jolynn                                       3,600            3,600               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Dahl, Robert E. (Former Employee)                            6,748            6,748
                                                           w30,000          w30,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
D'Ambrosio, Christianne                                      1,200            1,200               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
D'Ambrosio, Kara C.                                          6,000            6,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
D'Ambrosio, Louis J.                                        24,000           24,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
D'Ambrosio, Sue R.                                           6,000            6,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Daniels, Thomas Sr.                                            350              350               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------

                                       11
<PAGE>

- ---------------------------------------- -------------------------- ---------------- -------------------------------
                                                                                       Shares Beneficially Owned
                                             Number of Shares        Shares to be         After the Offering,
                Name of                  Beneficially Owned Prior   Registered for      Assuming All Registered
           Beneficial Owner                  to the Offering,         Sale in the                  Shares Are
                                           Including Convertible      Offering(1)                Sold
                                                Securities                                 Number        Percent(2)
- ---------------------------------------- -------------------------- ---------------- -------------------------------
<S>                                                <C>                  <C>             <C>               <C>
Danks, Terri                                                15,000           15,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Danks, Donald (Finder)                                     w49,250          w49,250               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            14,850           14,850
Davey, Miranda                                             w14,850          w14,850               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Diamond Jay Ltd. Co. (Lender to Covol)                     w85,713          w85,713
                                                        AP 428,571       AP 428,571               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Emery, Robert R.                                               200              200               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Fenton, Tom                                                    349              349               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Floor, David                                               w20,000          w20,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Forrester, Michael G.                                       33,000           33,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            24,200           24,200
Foster, Craig H.                                           w24,200          w24,200               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Freadhoff, Keith D.                                         15,000           15,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Fun Enterprises Pty Limited                                  2,500            2,500
(Lender to Covol)                                         w104,738         w104,738               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Gallagher, Michael F. & Margaret A.,
JTTEN                                                        3,200            3,200               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Glenndahl, Thomas                                           20,000           20,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Griffin, Linda A.                                            1,400            1,400               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Gronning, C. Eugene                                          2,000            2,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             5,500            5,500
G T Investments                                             w5,500           w5,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            20,800           20,800
Hannes, Damien A.                                          w16,500          w16,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Hardcastle, Larry A.                                           400              400               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Hardcastle, Lloyd A.                                        11,000           11,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            11,000           11,000
Harper, Prudence                                           w26,644          w26,644               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            15,000           15,000
Hartman, Douglas E.                                         w3,000           w3,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Haus & Company                                              50,000           50,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Horn, Patrick                                              w17,000          w17,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Jensen, W.  Reed,                                            8,000            8,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            99,564           99,564
Johnson, Joe                                            CP 127,273       CP 127,273               0               0
                                                          w198,727         w198,727
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------

                                       12
<PAGE>

- ---------------------------------------- -------------------------- ---------------- -------------------------------
                                                                                       Shares Beneficially Owned
                                             Number of Shares        Shares to be         After the Offering,
                Name of                  Beneficially Owned Prior   Registered for      Assuming All Registered
           Beneficial Owner                  to the Offering,         Sale in the                  Shares Are
                                           Including Convertible      Offering(1)                Sold
                                                Securities                                 Number        Percent(2)
- ---------------------------------------- -------------------------- ---------------- -------------------------------
<S>                                                <C>                  <C>             <C>               <C>
Johnson, Peter                                             w20,000          w20,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Kamdar, Kiran                                                1,800            1,800               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Kaufmann, Marjorie B., TTEE                                 24,041            8,400          15,641    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Kelley, Steven P.                                            9,000            9,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
KGB Family Ltd.                                                400              400               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Khaled, Michael                                             45,000           45,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Krueger, Siegfried                                           1,500            1,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Lakeshore Securities, L.P. Profit
Sharing Plan fbo Jeffrey T. Kaufmann
                                                             9,841            4,200           5,641    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Lakeshore Securities, L.P. Profit
Sharing Plan fbo Van V. Hemphill                             7,020            4,200           2,820    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            44,450           44,450
Lambert, Richard                                           w45,000          w45,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Lanier, Judson & Joyce                                       9,000            9,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Lowe, Raymond E.                                            18,000           18,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
M & J Associates                                            10,000           10,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            22,000           22,000
Merinda Controls Pty Limited                               w22,000          w22,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             5,500            5,500
Michelsen, F.  Lynn                                         w5,500           w5,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Midgley, Michael (Former Officer)                          124,923          108,000          16,923    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Mills, Diana F.                                              9,300            9,300               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            13,737           13,737
Moubray Corporation                                        w41,288          w41,288               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Mower, Clark                                                 4,000            4,000               0               0
                                                            w4,000           w4,000
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            22,000           22,000
Pacific Asset Investment Limited                           w22,000          w22,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Olafson, Gregory                                            19,500           19,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Perwick Holding Ltd.                                        36,000           36,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Peterson, Mark (Broker, Finder)                             28,000           28,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------

                                       13
<PAGE>

- ---------------------------------------- -------------------------- ---------------- -------------------------------
                                                                                       Shares Beneficially Owned
                                             Number of Shares        Shares to be         After the Offering,
                Name of                  Beneficially Owned Prior   Registered for      Assuming All Registered
           Beneficial Owner                  to the Offering,         Sale in the                  Shares Are
                                           Including Convertible      Offering(1)                Sold
                                                Securities                                 Number        Percent(2)
- ---------------------------------------- -------------------------- ---------------- -------------------------------
<S>                                                <C>                  <C>             <C>               <C>
Peterson, Nancy                                              3,000            3,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Pillsbury, Taylor & Jill                                       600              600               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                         BP 14,310         BP14,310
                                                             7,000            4,000
Pooley, John                                                w7,770           w7,770           3,000    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Purmort, Andrew T.                                           7,500            7,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             4,400            4,400
Reflex Nominees Limited                                     w4,400           w4,400               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            17,600           17,600
Roberts, John                                              w17,600          w17,600               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Ropner, Paul B. P.                                          18,000            3,000          15,000    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            30,000           30,000
September Corporation                                      w30,000          w30,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Sheftel, Paula                                               1,000            1,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Sherman, Marvin                                                915              915               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Sherman, Susan                                               1,338            1,338               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             4,000            4,000
Smith, Edward L.                                            w4,000           w4,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            26,000           26,000
Smith, Robert A.                                           w26,000          w26,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Smith, Sheldon L.                                            1,200            1,200               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Sowby, James & Teri                                         23,821            3,600          20,221    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            11,358           11,358
Stamford Holdings                                          w25,819          w25,819               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Stapleton, James P.                                          6,000            6,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Steel Number 4 Investments Limited                          20,900           20,900
                                                           w20,900          w20,900               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
S&N Partnership                                              9,000            5,000           4,000    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Thomas, William E.                                          18,000           18,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Todd, Michael J. (Former Officer)                          w50,000          w50,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Trans Pacific Stores (Lender,
affiliated with a director)                               w100,000         w100,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------

                                       14
<PAGE>

- ---------------------------------------- -------------------------- ---------------- -------------------------------
                                                                                       Shares Beneficially Owned
                                             Number of Shares        Shares to be         After the Offering,
                Name of                  Beneficially Owned Prior   Registered for      Assuming All Registered
           Beneficial Owner                  to the Offering,         Sale in the                  Shares Are
                                           Including Convertible      Offering(1)                Sold
                                                Securities                                 Number        Percent(2)
- ---------------------------------------- -------------------------- ---------------- -------------------------------
<S>                                                <C>                  <C>             <C>               <C>
Turnbow, Lynn                                               11,119            2,000           9,119    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
United Group of Property Management                          8,462            8,462
Companies, Inc.                                            w28,792          w28,792               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            30,000           30,000
Vanderhoof, Mike (Finder)                                  w49,250          w49,250               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                            32,273           13,400
Whisper Investment                                          w2,334           w2,334          18,873    Less than 1%
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
White, Dennis D.                                            12,000           12,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Wilson, Douglas A.  Profit Sharing
Plan & Trust                                                 5,000            5,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Wolt, Eddie, IRA                                             2,500            2,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Wolt, Linda, IRA                                             5,500            5,500               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Wolt, Scott                                                 10,000           10,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
Wright, Nicholas H. (Majority Owner of
Fun Enterprises Pty Ltd, a Lender to                       w20,000          w20,000
Covol)                                                     328,425          328,425               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
                                                             4,000            4,000
Wright, Stephen                                             w4,000           w4,000               0               0
- ---------------------------------------- -------------------------- ---------------- --------------- ---------------
</TABLE>

 (1)     This  column  indicates  shares of common  stock;  shares  issuable  on
         exercise  of warrants  and  options by the letter "w," shares  issuable
         upon conversion of Series A preferred stock by the letters "AP," shares
         issuable  upon  conversion  of Series B preferred  stock by the letters
         "BP," and shares  issuable upon  conversion of Series C preferred stock
         by the letters "CP."

 (2)     Indicates the percentage of Covol's common stock outstanding,  assuming
         conversion  of  convertible  securities  and  exercise of warrants  and
         options by the indicated selling stockholders.


         This  prospectus   applies  to  the  offer  and  sale  by  the  selling
stockholders  of our common  stock.  The shares  being  offered for sale include
2,449,913   shares   currently   owned  by  the   selling   stockholders,   plus
2,129,291shares obtainable by exercising warrants and options, and approximately
570,154 shares  obtainable by converting the Series A preferred stock,  Series B
preferred  stock and Series C preferred stock which they owned as of the date of
this prospectus.


         Each share of the Series A preferred stock is convertible into a number
of shares of common stock determined by dividing the original  purchase price of
$1,000 per preferred share, plus accrued dividends,  by $7.00.  Dividends on any
Series A preferred stock accrue at 6% per year. There are 3,000 shares of Series
A preferred stock outstanding.


         Each share of the Series B preferred stock is convertible into a number
of shares of common stock determined by dividing the original  purchase price of
$7.00 per preferred share, plus accrued  dividends,  by $7.00.  Dividends on any
Series B  preferred  stock  accrued at 7.29% per year from  September  18,  1997

                                       15
<PAGE>

through March 17, 1998, and accrued at 7.03% per year beginning  March 18, 1998.
There are 14,310 shares of Series B preferred stock  outstanding.  Approximately
90% of the Series B preferred  stock along with the related  accrued  dividends,
was converted into 308,425 shares of common stock during October 1998.

         Each share of the Series C preferred stock is convertible into a number
of shares of common stock determined by dividing the original  purchase price of
$1,000  per  preferred  share,  plus  accrued  dividends,  by $5.50,  subject to
adjustment for a decrease in market price of Covol's common stock.  Dividends on
any  Series C  preferred  stock  accrue at 7% per year.  There are 700 shares of
Series C preferred stock outstanding.

         If the  outstanding  Series A, B and C preferred  stock were  converted
into  common  stock,  the total  number of  shares  of  common  stock  issued on
conversion  would be approximately  570,154 shares.  The actual number of shares
may be more than this amount depending upon the amount of dividends which accrue
on the preferred  stock prior to conversion  into common stock.  The  conversion
price for each class of preferred stock is subject to antidilution adjustment.



                              PLAN OF DISTRIBUTION

         The selling  stockholders  may sell some or all of their  shares at any
time and in any of the following ways. They may sell their shares:

         o         To underwriters  who buy the shares for their own account and
                   resell them in one or more transactions, including negotiated
                   transactions,  at a fixed public offering price or at varying
                   prices  determined at the time of sale.  Any public  offering
                   price and any discount or concessions allowed or reallowed or
                   paid to dealers may be changed from time to time;
         o         Through   brokers,   acting  as   principal   or  agent,   in
                   transactions,  which may involve block  transactions,  on the
                   Nasdaq Stock  Market(SM)  or on other  exchanges on which the
                   shares  are  then  listed,  in  special  offerings,  exchange
                   distributions   pursuant  to  the  rules  of  the  applicable
                   exchanges or in the over-the-counter market, or otherwise, at
                   market  prices  prevailing  at the  time of sale,  at  prices
                   related  to such  prevailing  market  prices,  at  negotiated
                   prices or at fixed prices;
         o         Directly  or through  brokers  or agents in private  sales at
                   negotiated prices; or
         o         In open market  transactions  in reliance upon rule 144 under
                   the   Securities   Act,   provided   they   comply  with  the
                   requirements of the rule; or
         o         By any other legally available means.


         Selling  stockholders  may pay  part of the  proceeds  from the sale of
shares in commissions and other compensation to underwriters,  dealers,  brokers
or agents who participate in the sales.

         Some states may require  shares to be sold only through  registered  or
licensed brokers or dealers. In addition,  some states may require the shares to
be  registered or qualified for sale unless an exemption  from  registration  or
qualification is available and complied with.

         We have agreed to indemnify  some of the selling  stockholders  against
liabilities  under the Securities  Act, or to contribute to payments the selling
stockholders may be required to make under the Securities Act.


                                  LEGAL MATTERS

         The law firm of Callister  Nebeker & McCullough,  Salt Lake City, Utah,
has  rendered  an opinion as to the  validity of the shares  offered  under this
prospectus.

                                       16
<PAGE>

                                     EXPERTS

         The consolidated  financial statements  incorporated in this prospectus
by  reference  to the  annual  report on Form  10-K for the  fiscal  year  ended
September  30, 1998,  have been so  incorporated  in reliance upon the report of
PricewaterhouseCoopers LLP, independent accountants, given upon the authority of
said firm as experts in auditing and accounting.


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


         Item 14.  Other Expenses of Issuance and Distribution.

                  The  following  is a list  of  the  estimated  expenses  to be
incurred by the Registrant in connection  with the issuance and  distribution of
the Shares being registered hereby.


            SEC Registration Fee..................                  $  8,972.64

            Accountants' Fees and Expenses........                  $ 15,000.00

            Legal Fees and Expenses...............                  $120,000.00

            Miscellaneous.........................                  $ 10,000.00
                                                                    -----------

                     TOTAL........................                  $153,972.64



         Item 15.  Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
allows us to indemnify our officers, directors, employees and agents, as well as
persons  who have  served  in these  capacities  for other  corporations  at our
request,  for reasonable  costs and expenses  associated with civil and criminal
suits related to their services in these capacities. The indemnification applies
to civil cases arising from acts made in good faith,  reasonably  believing that
they  were in the  best  interests  of the  corporation.  It may  also  apply to
criminal  cases if the person had no reason to believe his conduct was unlawful.
In some cases, the availability of  indemnification  may be up to the discretion
of the court in which the suit was brought.

         The  Registrant's  Certificate of  Incorporation,  as amended,  has the
following indemnification provisions:

                  This Corporation shall indemnify and shall
                  advance expenses on behalf of its officers and
                  directors to the fullest extent not prohibited
                  by law in existence either now or hereafter.

         The Registrant's  By-laws  similarly  provide that the Registrant shall
indemnify  its officers and  directors  to the fullest  extent  permitted by the
Delaware Law.

                                       17
<PAGE>
<TABLE>
<CAPTION>

         Item 16.  Exhibits.

Exhibit
Number          Description                                                              Location
- -----------------------------------------------------------------------------------------------------
<S>            <C>                                                                         <C>
2.1            Agreement and Plan of Reorganization, dated July 1, 1993 between the         (1)
               Registrant and the Stockholders of R1001
- -----------------------------------------------------------------------------------------------------
2.2            Agreement and Plan of Merger dated August 14, 1995 between the               (1)
               Registrant and Covol Technologies, Inc., a Delaware corporation
- -----------------------------------------------------------------------------------------------------
2.3            Stock Purchase Agreement, dated July 1, 1993, among the Registrant,          (1)
               Lloyd C. McEwan, Michael McEwan, Dale F. Minnig and Ted C. Strong
               regarding the purchase of Industrial Management & Engineering, Inc. and
               Central Industrial Construction, Inc.
- -----------------------------------------------------------------------------------------------------
2.4            Stock Sale Transaction Documentation, effective as of September 30,          (1)
               1994, between the Registrant and Farrell F. Larson regarding Larson
               Limestone Company, Inc.
- -----------------------------------------------------------------------------------------------------
2.5            Stock Purchase Agreement dated February 1, 1996 by and among the             (1)
               Registrant, Michael McEwan and Gerald Larson regarding the sale of
               State, Inc., Industrial Engineering & Management, Inc., Central
               Industrial Construction, Inc., and Larson Limestone Company, Inc.
- -----------------------------------------------------------------------------------------------------
2.5.1          Amendment to Share Purchase Agreement regarding the sale of the              (1)
               Construction Companies
- -----------------------------------------------------------------------------------------------------
2.5.2          Amendment No. 2 to Share Purchase Agreement regarding the sale of the        (2)
               Construction Companies
- -----------------------------------------------------------------------------------------------------
3.1            Certificate of Incorporation of the Registrant                               (1)
- -----------------------------------------------------------------------------------------------------
3.1.1          Certificate of Amendment of the Certificate of Incorporation of the          (1)
               Registrant dated January 22, 1996
- -----------------------------------------------------------------------------------------------------
3.1.2          Certificate of Amendment of the Certificate of Incorporation dated June      (3)
               25, 1997
- -----------------------------------------------------------------------------------------------------
3.1.3          Certificate of Designation, Number, Voting Powers, Preferences and           (4)
               Rights of the Registrant's Series A 6% Convertible Preferred Stock
               (Originally designated as Exhibit No. 3.1.2)
- -----------------------------------------------------------------------------------------------------
3.1.4          Certificate of Designation, Number, Voting Powers, Preferences and           (5)
               Rights of the Registrant's Series B Convertible Preferred Stock
               (Originally designated as Exhibit No. 3.1.3)
- -----------------------------------------------------------------------------------------------------
3.1.5          Certificate of Designation, Number, Voting Powers, Preferences and           (8)
               Rights of Covol's Series C 7% Convertible Preferred Stock.
- -----------------------------------------------------------------------------------------------------
3.1.6          Certificate of Designations, Number, Voting Powers, Preferences and          (9)
               Rights of the Series of the Preferred Stock of Covol Technologies, Inc.
               to be Designated Series D 7% Cumulative Convertible Preferred Stock.
- -----------------------------------------------------------------------------------------------------
3.2            By-Laws of the Registrant                                                    (1)
- -----------------------------------------------------------------------------------------------------
3.2.1          Certificate of Amendment to Bylaws of the Registrant dated January 31,       (1)
               1996
- -----------------------------------------------------------------------------------------------------

                                       18
<PAGE>


3.2.2          Certificate of Amendment to the Bylaws dated May 20, 1997 (Originally        (3)
               designated as Exhibit No. 3.2.1)
- -----------------------------------------------------------------------------------------------------
3.2.3          Certificate of Amendment to the Bylaws dated June 25, 1997  (Originally      (3)
               designated as Exhibit No. 3.2.2)
- -----------------------------------------------------------------------------------------------------
4.1            Promissory Note between Covol and Mountaineer Synfuel, L.L.C. dated May      (6)
               5, 1998 (filed as Exhibit 10.52.2 to the filing referenced in the next
               column)
- -----------------------------------------------------------------------------------------------------
4.2            Promissory Note dated December 8, 1998 of Covol to Mountaineer Synfuel,      (7)
               L.L.C. (filed as Exhibit 10.52.4 to the filing referenced in the next
               column)
- -----------------------------------------------------------------------------------------------------
4.3            Security Agreement dated December 8, 1998 between Mountaineer Synfuel,       (7)
               L.L.C. and Covol (filed as Exhibit 10.52.5 to the filing referenced in
               the next column)
- -----------------------------------------------------------------------------------------------------
4.4            Convertible Secured Note executed by Covol in favor of OZ Master Fund,       (9)
               Ltd., dated as of March 17, 1999 (filed as exhibit 10.58.1 to the
               filing referenced in the next column)
- -----------------------------------------------------------------------------------------------------

5.1            Opinion of Callister Nebeker & McCullough regarding legality of shares        *

- -----------------------------------------------------------------------------------------------------
23.1           Consent of PricewaterhouseCoopers LLP                                         *
- -----------------------------------------------------------------------------------------------------
24.1           Power of Attorney (included in Part II of this Registration Statement)
- -----------------------------------------------------------------------------------------------------
- ------------------------
</TABLE>

*        Attached hereto.



Unless another exhibit number is indicated as the exhibit number for the exhibit
as "originally filed," the exhibit number in the filing in which any exhibit was
originally  filed  and to  which  reference  is made  hereby  is the same as the
exhibit number assigned herein to the exhibit.

(1)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Registration  Statement  on Form 10,  filed  February 26,
         1996.
(2)      Incorporated  herein by reference to the  indicated  exhibit filed with
         the Registrant's  Registration Statement on Form 10/A, Amendment No. 2,
         dated April 24, 1996.
(3)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Quarterly  Report on Form 10-Q, for the quarterly  period
         ended June 30, 1997.
(4)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's Current Report on Form 8-K, dated August 19, 1997.
(5)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Current Report on Form 8-K, for event dated September 18,
         1997, filed October 28, 1997.
(6)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Quarterly  Report on Form 10-Q, for the quarterly  period
         ended June 30, 1998.
(7)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Annual  Report on Form 10-K,  for the  fiscal  year ended
         September 30, 1998.
(8)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Quarterly  Report on Form 10-Q, for the quarterly  period
         ended December 31, 1998.
(9)      Incorporated  by  reference  to the  indicated  exhibit  filed with the
         Registrant's  Current  Report on Form 8-K,  for event  dated  March 17,
         1999, filed on March 24, 1999.

                                       19
<PAGE>

         Item 17.  Undertakings.

         A.       The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales 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, as amended (the "Act");

                           (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 and 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 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective registration statement.

                           (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;

                  provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the  Registration  Statement is on Form S-3,  Form S-8 or 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
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to  Section 13 or  Section  15(d) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act"),  that  are  incorporated  by  reference  in the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the  Act,  each  such  post-effective  amendment  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.

                  (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.

         B. The undersigned  Registrant  hereby  undertakes that for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) 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.

         C. Insofar as indemnification for liabilities arising under the Act 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 Commission  such  indemnification  is against
public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.

                                       20
<PAGE>

         D. The undersigned Registrant hereby undertakes that:

                  (1) For purposes of determining  any liability  under the Act,
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 Act shall be deemed to be part of this  Registration  Statement  as of
the time it was declared effective.

                  (2) For the purpose of  determining  any  liability  under the
Act, 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.




                           [INTENTIONALLY LEFT BLANK]


                                       21
<PAGE>

                                   SIGNATURES


                  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 City of Salt Lake City, State of Utah on July 9, 1999


                                           COVOL TECHNOLOGIES, INC.



                                           By: /s/ Kirk A. Benson
                                               ---------------------------------
                                               Chief Executive Officer, Chairman

                  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.

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears  below in so signing  also makes,  constitutes  and  appoints
Harlan M.  Hatfield and Stanley M. Kimball and each of them,  as true and lawful
attorneys-in-fact  and agents with full power of substitution and resubstitution
for him and in his name,  place and stead,  in any and all capacities to execute
and cause to be filed with the  Securities  and Exchange  Commission any and all
amendments  (including  pre-effective  and  post-effective  amendments)  to this
Registration Statement,  with exhibits thereto and other documents in connection
therewith,  granting  unto 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 fully as to all intents and purposes as
he might or could do in person,  and hereby  ratifies and confirms all that said
attorneys-in-fact  and  agents or their or his  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.



Signature                         Title                                 Date
- --------------------------------------------------------------------------------


/s/ Kirk A. Benson          Chief Executive Officer and Director    July 9, 1999
- ----------------------
Name


/s/ Brent M. Cook           President and Director                  July 9, 1999
- ----------------------
Name


/s/ Steven G. Stewart       Chief Financial and Accounting Officer  July 9, 1999
- ----------------------
Name


/s/ DeLance W. Squire       Director                                July 9, 1999
- ----------------------
Name


/s/ James A. Herickhoff     Director                                July 9, 1999
- -----------------------
Name


/s/ Raymond J. Weller       Director                                July 9, 1999
- ----------------------
Name


/s/ John P. Hill, Jr.       Director                                July 9, 1999
- ----------------------
Name



                                       22



[CALLISTER NEBEKER & MCCULLOUGH LETTERHEAD]

                                  July 7, 1999


Covol Technologies, Inc.
3280 North Frontage Road
Lehi, Utah 84043

         Re:      Registration Statement on Form S-3 of Covol Technologies, Inc.

Ladies and Gentlemen:

         We have  acted as  counsel  to Covol  Technologies,  Inc.,  a  Delaware
corporation  (the "Company"),  in connection with the Registration  Statement on
Form S-3 of the Company,  SEC File No.  333-67371 filed on November 16, 1998, as
amended  pursuant  to  Amendment  No. 3, to which this  opinion is  attached  as
Exhibit 5.1 (the  "Registration  Statement"),  with the  Securities and Exchange
Commission (the "Commission").  The Registration  Statement relates to 5,149,358
shares (the "Shares") of common stock of the Company,  par value $.001 per share
(the "Common  Stock")  including (i) 2,449,913  shares of Common Stock currently
issued and outstanding  and owned by certain persons listed in the  Registration
Statement as selling stockholders (the "Selling  Stockholders"),  (ii) 2,129,291
shares of Common Stock  issuable to certain of the Selling  Stockholders  by the
Company upon exercise of Common Stock purchase warrants and options for purchase
of Common Stock (collectively  "Warrants") issued by the Company,  (iii) 428,571
shares of Common  Stock  issuable  by the  Company  to  certain  of the  Selling
Stockholders upon conversion of the Company's Series A 6% Convertible  Preferred
Stock ("Series A Preferred"), (iv) 14,310 shares of Common Stock issuable by the
Company to certain of the Selling  Stockholders upon conversion of the Company's
Series B Convertible  Preferred  Stock ("Series B  Preferred"),  and (v) 127,273
shares of Common  Stock  issuable  by the  Company  to  certain  of the  Selling
Stockholders upon conversion of the Company's Series C 7% Convertible  Preferred
Stock ("Series C Preferred"), to be offered for sale by the Selling Stockholders
of the Company as  described  in the  prospectus  included  in the  Registration
Statement.

         This opinion is an exhibit to the Registration Statement,  and is being
furnished  to you in  accordance  with the  requirements  of Item  601(b)(5)  of
Regulation S-K under the Securities Act of 1933, as amended (the "1933 Act").

         In that  capacity,  we have  reviewed the  Registration  Statement  and
originals,  or copies certified or otherwise identified to our satisfaction,  of
other documents,  corporate  records,  certificates and other  instruments as we
have deemed necessary or appropriate for purposes of this opinion.


<PAGE>



         In such examination, we have assumed the genuineness of all signatures,
the legal  capacity  of  natural  persons,  the  authenticity  of all  documents
submitted to us as originals, the conformity of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the originals
of such documents.  In making our  examination of documents  executed by parties
other  than the  Company,  we have  assumed  that such  parties  had the  power,
corporate or other,  to enter into and perform all  obligations  thereunder  and
have also assumed the due  authorization by all requisite  action,  corporate or
other,  and  execution  and delivery by such parties of such  documents  and the
validity, binding effect and enforceability thereof. As to any facts material to
the opinions  expressed  herein,  we have, to the extent we deemed  appropriate,
relied upon statements and representations of officers and other representatives
of the Company and others.

         Our opinions  expressed  herein are limited to the General  Corporation
Law  of  the  State  of  Delaware,  and we do not  express  any  opinion  herein
concerning any other law.

         Based  upon  and  subject  to the  foregoing,  and to the  limitations,
qualifications,  exceptions  and  assumptions  set forth  herein,  we are of the
opinion that (i) the shares of Common Stock  currently  outstanding and owned by
certain of the Selling  Stockholders  and being  registered on the  Registration
Statement have been duly authorized and legally  issued,  and are fully paid and
non-assessable,  (ii)  the  shares  of  Common  Stock  being  registered  on the
Registration  Statement  to be issued by the  Company to certain of the  Selling
Stockholders  upon exercise of the Warrants have been duly  authorized and, when
sold to the  Selling  Stockholders  and paid for in the manner  provided  in the
Registration  Statement and the various agreements and instruments governing the
Warrants of the Selling  Stockholders  and the Company,  will be legally issued,
fully paid and non-assessable, (iii) the shares of Common Stock being registered
on the  Registration  Statement  to be issued by the Company to certain  Selling
Stockholders upon conversion of the Series A Preferred,  the Series B Preferred,
and the Series C Preferred have been  authorized and, when issued to the Selling
Stockholders upon conversion of the Series A Preferred,  the Series B Preferred,
or  the  Series  C   Preferred,   will  be  legally   issued,   fully  paid  and
non-assessable.

         In rendering this opinion, we have assumed that

                  (i) the  certificates  representing the Shares will conform to
         the form of specimen  examined by us and such certificates will be duly
         executed and delivered by the Company;

                  (ii)  the   consideration   for  Shares  as  provided  in  the
         applicable  resolutions  of the Board of  Directors  of the Company has
         been actually received by the Company as provided therein.

                                       2
<PAGE>

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to us under the  caption  "Legal
Matters" in the Prospectus. In giving this consent, we do not thereby admit that
we are in the category of persons whose  consent is required  under Section 7 of
the  1933  Act or the  rules  and  regulations  of  the  Commission  promulgated
thereunder.

                                               Very truly yours,

                                               /s/CALLISTER NEBEKER & McCULLOUGH


                                       3


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report  dated  December  22, 1998  relating to the
consolidated  financial  statements which appears in Covol Technologies,  Inc.'s
Annual  Report on Form  10-K for the year  ended  September  30,  1998.  We also
consent to the reference to us under the heading  "Experts" in such Registration
Statement.


/s/ PRICEWATERHOUSECOOPERS LLP

PRICEWATERHOUSECOOPERS LLP


Salt Lake City, Utah
July 7, 1999




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