As filed with the Securities and Exchange Commission on April 7, 1999
Registration No. 333-67371
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
Brent M. Cook
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. |_|
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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>
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.
Preliminary Prospectus Subject to Completion dated April 7, 1999
Prospectus
5,696,478 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 April 5, 1999, the last reported sale price for the common stock
on the Nasdaq Stock Market(sm) was $4.37 per share.
The selling stockholders may sell their shares from time to time
throughout the offering through any legally available means, including brokers
in public sales at market prices, directly or through agents in private sales at
negotiated prices. They may also sell shares in open market transactions in
reliance upon Rule 144 under the Securities Act, provided they comply with the
requirements of the Rule.
Covol's executive offices and telephone number are:
3280 North Frontage Road
Lehi, Utah 84043
(801) 768-4481
This investment involves certain high risks. See "Risk Factors"
beginning on page 3.
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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.
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The date of this Prospectus is April ____, 1999
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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.
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TABLE OF CONTENTS
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Page
RISK FACTORS................................................................ 3
FORWARD LOOKING STATEMENTS.................................................. 9
AVAILABLE INFORMATION........................................................ 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 9
THE COMPANY................................................................ 10
USE OF PROCEEDS............................................................ 10
SELLING STOCKHOLDERS....................................................... 10
PLAN OF DISTRIBUTION....................................................... 17
LEGAL MATTERS.............................................................. 18
EXPERTS..................................................................... 18
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RISK FACTORS
You should consider carefully the following risk factors and other
information in this document before investing in our common stock.
Covol has a History of Losses; No Assurance of Profit
We have incurred total losses of approximately $41,000,000 from our
beginning through December 31, 1998. 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.
Dependence on License Revenues
Covol's long term existence depends on the ability of Covol's licensees
to produce and sell synthetic fuel which will generate license fees to Covol.
There are twenty-four synthetic fuel plants that utilize Covol's patented
technology and from which Covol intends to earn license fees. These facilities
do not presently operate at levels needed to generate significant revenues to
Covol. 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. Covol is assisting the plant
owners in their efforts to overcome these problems. It is not certain what time
will be required to resolve these operating issues, 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.
Cash Needs; Operating Costs of Covol-Owned Facilities
Covol currently owns four synthetic fuel facilities that are held for
sale. Operation of these facilities requires a substantial amount of cash. Covol
recently obtained 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. Covol is continuing to cut operating costs, but
further potential cost reductions are limited due to Covol's 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.
Covol is actively trying to sell these plants and enter into license agreements
under which Covol would be paid advance license fees and license fees based on
production. None of these plants is presently under contract for sale.
Debt Covenants
Covol has agreed to meet certain covenants contained in the recently
completed financing documents. One covenant requires Covol to meet earnings
targets for the quarter ending December 31, 1999 and for subsequent quarters.
Consolidated earnings before interest, taxes, depreciation and amortization, and
certain other adjustments, of $5,000,000 or more are required for the quarter
ending December 31, 1999. The earnings target increases in subsequent quarters.
These terms and conditions will restrict or prohibit certain activities.
Non-compliance could result in penalty charges, acceleration of repayment,
increased interest or assignment of royalty payments from related collateral.
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Covol 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 Covol's technology qualifies for the Section 29 tax credits. At least
seven other private letter rulings have been issued by the IRS to licensees of
Covol's 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 Covol. 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 Covol and Covol's 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 Covol or our licensees on any one of these or
other conditions. Also, Covol or its licensees may not be in a position to claim
the tax credits.
Covol's 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.
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 Covol's 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.
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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.
Covol May Be Unable to Obtain Necessary Additional Funding
Covol has 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 $43,000,000, of
which approximately $10,650,000 is due between now and September 30, 1999.
Substantially all of Covol's property, plant and equipment and facilities held
for sale are collateral for debt.
Covol's 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 Covol and held for sale. Covol has been
able to meet its working capital and debt repayment needs to date, through
equity and debt financing transactions. There can be no assurance that Covol
will be able to raise any additional funds when needed or that such financing
will be on terms acceptable to Covol.
Covol is 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. While we believe we have contracted with quality
licensees, our licensees may not successfully operate the facilities or may
operate them in a way that does not maximize payments to us. See our Form 10-K
for fiscal year 1998, "ITEM 1. BUSINESS - Synthetic Fuel Manufacturing
Facilities" for a discussion of license and royalty agreements with our
licensees.
Market Acceptance of Synthetic Fuel Products is Uncertain
We are uncertain of the market acceptance of products manufactured
using Covol's 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. While some licensees have secured contracts
for the sale of a portion of their production, the licensees may not secure
market contracts for their synthetic fuel products at full production levels.
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Supply of Sufficient Raw Materials 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. Although we believe there are ample feed stocks
available for the synthetic fuel facilities, raw materials may not be available
at reasonable commercial terms. 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.
Covol Must Comply With Government Environmental Regulations
We believe the synthetic fuel facilities which use Covol's technology
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.
Covol has 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 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 Covol.
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Technological Developments by Third Parties Could Increase Covol's Competition
Alternative fuel sources and the recycling of waste products are the
subject of extensive research and development by competitors of Covol. If a
competitive technology were developed which greatly increases the demand for
waste products or reduces the costs of alternative fuels or other resources, the
economic viability of our technology would be adversely affected.
Furthermore, we may not be able to develop or refine Covol's 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 which are
inherent in the manufacturing of industrial products. While we have obtained
insurance with the intent of covering this risk, 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 not 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.
Covol Common Stock Price May Continue to be Volatile
Our common stock is traded on the Nasdaq Stock Market System. 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 of Covol or our competitors,
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.
Common Share Rights Are Subject to Preferred Share Rights
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 Covol is liquidated, the preferred stockholders are entitled to liquidation
proceeds after creditors but before common stockholders. The preferred stock can
be converted to common stock.
Dilution to Stockholders due to Future Sales of Common Stock
We have the authority to issue additional common stock and preferred
stock and to issue options and warrants to purchase shares of common stock and
preferred stock without stockholder approval. We
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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
Covol has issued many securities which are convertible into registered
common stock. As of March 31, 1999, Covol had approximately 12,500,000 shares
outstanding and approximately 11,500,000 shares ultimately issuable upon
conversion of convertible preferred stock and convertible debt, and upon
exercise of warrants and options. Approximately 4,190,000 shares are ultimately
issuable upon exercise or conversion at prices below the current market price.
We had commitments to issue approximately 2,690,000 shares of common stock to
current and prior management, consultants, advisors and board of director
members under all option agreements. Approximately 1,190,000 options are
exercisable at prices below the current market price. These options have a
weighted average exercise price of $1.58 per share. These numbers do not reflect
additional shares we may issue pursuant to anti-dilution provisions. To the
extent warrants, options and other convertible securities are converted into
common stock, stockholder interests in Covol will be diluted. If the market
value of the common stock decreases significantly, the offering price per share
in Covol's 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 Covol's Ability to Raise Additional
Capital
Sales of common stock and convertible preferred stock, and exercise of
options, warrants and other convertible securities may have an adverse effect on
the trading price and market of Covol's common stock. A significant portion of
underlying shares, warrants and options are subject to registration rights.
These rights may affect our ability to raise additional capital because certain
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.
Covol is 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 Covol.
Covol has Not Formally Verified Year 2000 Compliance of Computer Applications
Covol does not have any computer applications that we believe are
mission critical to the operation of synthetic fuel facilities that we operate.
While Covol has not formally verified Year 2000 compliance with licensees that
utilize Covol's technology in their synthetic fuel facilities, we do not
consider the computer applications used in the operations of these facilities to
be critical to their operations. We believe that Year 2000 issues will not be
significant to these computer applications and that only relatively minor
upgrades or modifications will be required to make them Year 2000 compliant.
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During 1998 we upgraded our network operating system and believe that
our system is Year 2000 compliant and that any additional upgrading to that
system will not be significant. We utilize computer applications in the finance
and accounting departments and in our corporate office that utilize a two-digit
date that will need to be upgraded in order to be Year 2000 compliant. We have
contacted the providers of this software and they have indicated that Year 2000
compliant software will be available. We expect to complete the conversion of
applicable applications to this new software by June 30, 1999.
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.
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. Covol's 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,
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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, 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
THE COMPANY
For a description of Covol, please refer to Covol's Annual Report on
Form 10-K filed January 13, 1999, for the fiscal year ended September 30, 1998,
"ITEM 1, BUSINESS."
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 will 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 March 31, 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 a
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.
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<TABLE>
<CAPTION>
Number of Shares Shares Beneficially
Beneficially Owned Owned After the
Prior to the Shares to be Offering, Assuming All
Offering, Including Registered for Registered Shares Are
Name of Convertible Sale in the Sold
Beneficial Owner Securities Offering(1) --------------------------
Number Percent(2)
- ------------------------------- ------------------- --------------- -----------------------------
<S> <C> <C> <C> <C>
AJG Financial Services, Inc.
(Lender, Licensee and former 140,642 140,642
5% 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, 10,000 10,000 0 0
Austria
80,467 80,467
Asia Orient Enterprises Ltd. w81,450 w81,450 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
68,000 68,000
Banyan Investment w140,000 w140,000 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 466,665 466,665
and 5% Stockholder) w355,555 w355,555 0 0
4,400 4,400
Black, Geoffrey w4,400 w4,400 0 0
30,000 30,000
Blackhawk Properties, LLC w30,000 w30,000 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
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Shares Beneficially
Beneficially Owned Owned After the
Prior to the Shares to be Offering, Assuming All
Offering, Including Registered for Registered Shares Are
Name of Convertible Sale in the Sold
Beneficial Owner Securities Offering(1) --------------------------
Number Percent(2)
- ------------------------------- ------------------- --------------- -----------------------------
<S> <C> <C> <C> <C>
Brannon, Anna T. 2,500 2,500 0 0
Busch, Lawrence R. 17,641 9,000 8,641 Less than 1%
Cartwright Holdings Ltd w35,000 w35,000 0 0
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. 9,900 9,900
Willis 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 w17,000 w17,000 0 0
Criddle, Mark & Jolynn 3,600 3,600 0 0
Dahl, Robert E. (Former 6,748 6,748
Employee) 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
Danks, Terri 15,000 15,000 0 0
Danks, Donald (Finder) w84,250 w84,250 0 0
14,850 14,850
Davey, Miranda w14,850 w14,850 0 0
w85,713 w85,713
Diamond Jay Ltd. Co. AP 428,571 AP 428,571 0 0
10,000
Dickinson, Douglas S. w10,000 w10,000 10,000 Less than 1%
Elinora Investments w40,000 w40,000 0 0
Emery, Robert R. 200 200 0 0
Fenton, Tom 349 349 0 0
Forrester, Michael G. 33,000 33,000 0 0
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares Shares Beneficially
Beneficially Owned Owned After the
Prior to the Shares to be Offering, Assuming All
Offering, Including Registered for Registered Shares Are
Name of Convertible Sale in the Sold
Beneficial Owner Securities Offering(1) --------------------------
Number Percent(2)
- ------------------------------- ------------------- --------------- -----------------------------
<S> <C> <C> <C> <C>
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
Gonolek Pty Limited w16,000 w16,000 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
Hannan, David w5,000 w5,000 0 0
20,800 20,800
Hannes, Damien A. w31,500 w31,500 0 0
Hardcastle, Larry A. 400 400 0 0
Hardcastle, Lloyd A. 11,000 11,000 0 0
11,000 11,000
Harper, Prudence w44,394 w44,394 0 0
15,000 15,000
Hartman, Douglas E. w3,000 w3,000 0 0
Haus & Company 50,000 50,000 0 0
Jensen, W. Reed, 8,000 8,000 0 0
CP 181,818 CP 181,818
Johnson, Joe w294,727 w294,727 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
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Shares Beneficially
Beneficially Owned Owned After the
Prior to the Shares to be Offering, Assuming All
Offering, Including Registered for Registered Shares Are
Name of Convertible Sale in the Sold
Beneficial Owner Securities Offering(1) --------------------------
Number Percent(2)
- ------------------------------- ------------------- --------------- -----------------------------
<S> <C> <C> <C> <C>
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
Leech, Gary & Cathy Ohea w5,000 w5,000 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
14,285
McOmber, Roger w14,285 w14,285 14,285 Less than 1%
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%
BP 12,858 BP 12,858
9,300 9,300
Mills, Diana F. w6,800 w6,800 0 0
3,149
Montesi, Diane w8,332 w8,332 3,149 Less than 1%
28,818
Montesi, Joe Jr. w33,332 w33,332 28,818 Less than 1%
3,149
Montesi, Joe Sr. w8,332 w8,332 3,149 Less than 1%
13,737 13,737
Moubray Corporation w76,338 w76,338 0 0
4,000 4,000
Mower, Clark w12,000 w12,000 0 0
Mygunyah Pty Ltd. w3,000 w3,000 0 0
Pacific Asset Investment 22,000 22,000
Limited w22,000 w22,000 0 0
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Shares Beneficially
Beneficially Owned Owned After the
Prior to the Shares to be Offering, Assuming All
Offering, Including Registered for Registered Shares Are
Name of Convertible Sale in the Sold
Beneficial Owner Securities Offering(1) --------------------------
Number Percent(2)
- ------------------------------- ------------------- --------------- -----------------------------
<S> <C> <C> <C> <C>
Olafson, Gregory 19,500 19,500 0 0
Perwick Holding Ltd. 36,000 36,000 0 0
Peterson, Mark (Broker, 28,000 28,000
Finder) w20,000 w20,000 0 0
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 w10,770 w10,770 3,000 Less than 1%
Purmort, Andrew T. 7,500 7,500 0 0
4,400 4,400
Reflex Nominees Limited w7,400 w7,400 0 0
17,600 17,600
Roberts, John w24,600 w24,600 0 0
Ropner, Paul B. P. 18,000 3,000 15,000 Less than 1%
60,000 60,000
September Corporation w60,000 w60,000 0 0
Sheftel, Paula 1,000 1,000 0 0
Shelley, Shandell Nicole w9,000 w9,000 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. w33,000 w33,000 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 w46,569 w46,569 0
Stanley, Geoff w5,000 w5,000 0 0
Stapleton, James P. 6,000 6,000 0 0
Steel Number 4 Investments 20,900 20,900
Limited w20,900 w20,900 0 0
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Shares Beneficially
Beneficially Owned Owned After the
Prior to the Shares to be Offering, Assuming All
Offering, Including Registered for Registered Shares Are
Name of Convertible Sale in the Sold
Beneficial Owner Securities Offering(1) --------------------------
Number Percent(2)
- ------------------------------- ------------------- --------------- -----------------------------
<S> <C> <C> <C> <C>
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
Turnbow, Lynn 11,119 2,000 9,119 Less than 1%
United Group of Property 8,462 8,462
Management Companies, Inc. w28,792 w28,792 0 0
30,000 30,000
Vanderhoof, Mike (Finder) w84,250 w84,250 0 0
32,273 13,400
Whisper Investment w7,334 w7,334 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 w50,000 w50,000
to Covol) 328,425 328,425 0 0
4,000 4,000
Wright, Stephen w4,000 w4,000 0 0
York Investment w25,000 w25,000 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 the class of Covol's common stock
outstanding.
This prospectus applies to the offer and sale by the selling
stockholders of common stock of Covol. The shares being offered for sale include
2,350,349 shares currently owned by the selling stockholders, plus 2,708,572
shares obtainable by exercising warrants and options, and approximately
16
<PAGE>
637,557 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
through March 17, 1998, and accrued at 7.03% per year beginning March 18, 1998.
There are 27,168 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. Dividends on any
Series C Preferred Stock accrue at 7% per year. There are 1,000 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 637,557 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 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.
Certain states may require shares to be sold only through registered or
licensed brokers or dealers. In addition, certain states may require the shares
to be registered or qualified for sale unless an exemption from registration or
qualification is available and complied with.
Covol has agreed to indemnify certain of the selling stockholders
against certain liabilities, including liabilities under the Securities Act, or
to contribute to payments the selling stockholders may be required to make under
the Securities Act.
17
<PAGE>
LEGAL MATTERS
The law firm of Callister Nebeker & McCullough, Salt Lake City, Utah,
will render an opinion on the validity of the shares offered under this
prospectus.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries, included in the report on Form 10-K of the Company for the fiscal
year ended September 30, 1998 referred to above have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report dated December 22, 1998, accompanying such financial statements, and are
incorporated herein by reference in reliance upon the report of such firm, which
report is given upon their authority as experts in accounting and auditing.
Any financial statements and schedules hereafter incorporated by
reference in the registration statement of which this prospectus is a part that
have been audited and are the subject of a report by independent accountants
will be so incorporated by reference in reliance upon such reports and upon the
authority of such firm as experts in accounting and auditing to the extent
covered by consents filed with the Commission.
[INTENTIONALLY LEFT BLANK]
18
<PAGE>
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 in certain
cases 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.
19
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description Location
2.1 Agreement and Plan of Reorganization, dated July 1, 1993 (1)
between the Registrant and the Stockholders of R1001
2.2 Agreement and Plan of Merger dated August 14, 1995 between (1)
the Registrant and Covol Technologies, Inc., a Delaware
corporation
2.3 Stock Purchase Agreement, dated July 1, 1993, among the (1)
Registrant, 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 (1) 30,
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 (1)
the 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 (1)
the Construction Companies
2.5.2 Amendment No. 2 to Share Purchase Agreement regarding the (2)
sale of the Construction Companies
3.1 Certificate of Incorporation of the Registrant (1)
3.1.1 Certificate of Amendment of the Certificate of Incorporation of (1) the
Registrant dated January 22, 1996
3.1.2 Certificate of Amendment of the Certificate of Incorporation (3)
dated June 25, 1997
3.1.3 Certificate of Designation, Number, Voting Powers, Preferences (4)
and 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 (5)
and 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 (8) and
Rights of Covol's Series C 7% Convertible Preferred Stock.
20
<PAGE>
3.1.6 Certificate of Designations, Number, Voting Powers, Preferences (8)
and 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 (1)
January 31, 1996
3.2.2 Certificate of Amendment to the Bylaws dated May 20, 1997 (3)
(Originally designated as Exhibit No. 3.2.1)
3.2.3 Certificate of Amendment to the Bylaws dated June 25, 1997 (3)
(Originally designated as Exhibit No. 3.2.2)
4.1 Promissory Note between Covol and Mountaineer Synfuel, L.L.C. (6)
dated May 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 (7)
Mountaineer Synfuel, 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 (7)
Mountaineer Synfuel, 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 (9)
Master Fund, 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)
- ------------------------
* Attached hereto.
** To be filed by amendment.
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.
21
<PAGE>
(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.
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.
22
<PAGE>
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.
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]
23
<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 April 6, 1999.
COVOL TECHNOLOGIES, INC.
By: /s/ Brent M. Cook
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/ Brent M. Cook Chief Executive Officer and April 6, 1999
Name Director
/s/ Stanley M. Kimball President and Director April 6, 1999
Name
/s/ Steven G. Stewart Chief Financial and Accounting April 6, 1999
Name Officer
/s/ DeLance W. Squire Director April 6, 1999
Name
/s/ James A. Herickhoff Director April 6, 1999
Name
/s/ Raymond J. Weller Director April 6, 1999
Name
/s/ John P. Hill, Jr. Director April 6, 1999
Name
/s/ Kirk A. Benson Director April 6, 1999
Name
24
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-3 of our report dated December 22, 1998, on our audits of the
consolidated financial statements of Covol Technologies, Inc. and Subsidiaries
as of September 30, 1998, appearing in the annual report on Form 10-K of Covol
Technologies, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1934. We also consent to the reference to our firm under
the caption "EXPERTS."
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Salt Lake City, Utah
March 30, 1999
