COVOL TECHNOLOGIES INC
S-3/A, 1999-06-04
BITUMINOUS COAL & LIGNITE MINING
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As filed with the Securities and Exchange Commission on June 3, 1999
                                                      Registration No. 333-67371
- --------------------------------------------------------------------------------


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


                                    FORM S-3
                                 AMENDMENT NO. 2
                             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>

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 June 3, 1999



Prospectus


                                5,453,225 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 June 2, 1999,  the last reported sale price for the common stock
on the Nasdaq Stock Market(sm) was $4.19 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 June _________, 1999




                                        1
<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................................................. 10

AVAILABLE INFORMATION...................................................... 10

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 10

USE OF PROCEEDS...........................................................  11

SELLING STOCKHOLDERS......................................................  11


PLAN OF DISTRIBUTION......................................................  17

LEGAL MATTERS.............................................................  18

EXPERTS.................................................................... 18


                                        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 and no
letter of intent has been signed.

Debt Terms and Covenants Restrict Our Activities

     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,

                                        3
<PAGE>

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.


     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.

                                        4
<PAGE>


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

     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.


                                        5
<PAGE>


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.


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 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.

Future Sales of Common Stock May Dilute Stockholders

     We have the authority to issue up to 12,528,015 additional shares of common
stock and 9,908,832  additional shares of preferred stock. We may issue stock in
the future at amounts below current  market prices which would cause dilution to
stockholders.


                                        7
<PAGE>

Conversion of Convertible Securities May Dilute Stockholders


     We have issued many securities which are convertible into registered common
stock. As of March 31, 1999, we had approximately  12,500,000 shares outstanding
and  approximately  11,500,000  shares  issuable upon  conversion of convertible
preferred stock and convertible debt, and upon exercise of warrants and options.
Approximately  4,190,000  shares are 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 are as of March 31,  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.

We  May  Be  Adversely   Affected  By  Year  2000   Non-Compliance  of  Computer
Applications

     The Year 2000 issue is the result of  computer  programs  being  written to
define the  applicable  year using two digits  rather  than four  digits.  Thus,
programs  that are date  sensitive  may  recognize a date using "00" as the year
1900 rather than 2000. This could result in a systems failure or miscalculations
causing  disruptions of operations  including a temporary inability to engage in
normal  business  activities.  This  systems  issue  creates  risk  for us  from
unforseen problems in our own computer systems and electronic equipment and from
third  parties with which we conduct  business.  Such  failures of our and third
parties'  computer  systems could  potentially have a material adverse impact on
our  business  and  results of  operations.  While the risks  discussed  in this
section  have a  possible  material  impact,  the risk  management  actions  and
contingency  plans that are being developed and implemented  will  significantly
reduce the probability and potential impact of these identified risks.


                                        8
<PAGE>


     The information  systems and electronic  equipment utilized in our business
include a computer network system utilized for  inter-company  communication and
Internet  access and a finance and  accounting  software  package  utilized  for
billing,   procurement,   payroll,   finance  and  accounting.   Non-information
technology   electronic  equipment  includes   programmable  logic  controllers,
micro-controllers,  specialized software packages for operations  activities and
miscellaneous systems for lab and mobile equipment.

     As a part  of the  information  technology  systems  mentioned  above,  our
computer network system was upgraded in 1998 with year 2000 compliant equipment.
The  provider of the finance and  accounting  software has  indicated  that this
software package is not currently compliant but that the package can be upgraded
at nominal cost. This work will be undertaken during the third quarter of fiscal
1999 and tested prior to the close of the fiscal year.

     Substantially  all of the synthetic fuel  facilities  constructed by us and
our licensees  were  completed  and placed in service  shortly prior to June 30,
1998. As such, the electronic  equipment utilized in the facilities is of recent
vintage  (within  18 months  of the June 30 date)  and is year  2000  compliant.
Suppliers  of  the  major  electronic  equipment  for  our  four  owned  synfuel
facilities  have notified us that their  equipment is  compliant.  This includes
critical   programmable  logic  controllers,   micro-controllers   and  software
operating packages.

     Licensees  utilize  proprietary  technology  provided by us including  flow
sheets and equipment  recommended by us in the construction of their facilities.
These licensees have represented to us that equipment within these facilities is
compliant or that  operations  will not be impacted in the event of an equipment
failure due to the Year 2000 issue. Malfunctions occurring in the synthetic fuel
operations  could  potentially have an adverse material effect to us by reducing
the  sale  of  binder  formulation  materials  to the  facilities  by us and the
collection by us of royalties on the production of synthetic fuel.

     Our  relationships  with  our  third-party   suppliers  and  transportation
providers is critical to the operation of the synthetic fuel facilities.  We are
also  dependent  upon our customers who purchase and consume the synthetic  fuel
produced.  Our suppliers have  represented to us that their computer systems and
equipment are year 2000 compliant.

     The most  reasonably  likely  worst case  scenarios  would be the  extended
inability of major suppliers to deliver binder  formulation  materials and other
bulk materials  required for the operation of the synthetic fuel  facilities and
the failure of customers to be able to receive  synthetic fuel production due to
unforseen shutdown due to non-compliant equipment.

     As a  contingency  plan for the  reasonably  likely worst case  events,  we
intend to stock up on bulk  materials in the last half of the fourth  quarter of
1999 so that  operations can continue for several days into the new year without
interruption.  We have designed our facilities to accommodate  bulk  deliveries.
Electrical  power  suppliers have notified us that power  interruptions  are not
anticipated but that additional  crews will be on hand to respond to problems as
they may occur at the  change to the new year.  We are also  prepared  to bypass
automated  controls and operate  facility  systems in a manual if the  automated
control systems fail. As supply  contracts are written for operating  materials,
we are striving to negotiate  terms such that year 2000 issues are not an excuse
to performance.

     Costs attributable to Year 2000 issues are expected to be minimal. The only
cost  anticipated  to date is for the  upgrade  to our  finance  and  accounting
software package. This cost is estimated to be less


                                        9
<PAGE>


than $5,000.  Costs  associated with increased  levels of bulk materials  simply
redistributes  normal operating costs but does not affect our ultimate financial
performance.

     We plan to continue to monitor the Year 2000 issue throughout the remainder
of 1999.  Should  this  monitoring  reveal  other  developments,  whether  it be
internal  or third  party,  or  identify  additional  electronic  equipment  and
software that may be at risk, we will assess the situation and take  appropriate
action.  There can be no assurance that we will discover all Year 2000 issues in
the course of the remainder of 1999 or that we will be able to remedy any or all
discoveries in a timely or cost effective  manner such that the Year 2000 issues
will not have a material adverse impact on our business, financial condition and
results of operations.



                           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. Our file number with the SEC is 0-27808.


                                       10
<PAGE>



    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, 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





                                 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 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
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.


                                       11
<PAGE>
<TABLE>
<CAPTION>

                                                       Number of Shares     Shares to be        Shares Beneficially Owned
                                                      Beneficially Owned     Registered            After the Offering,
                                                    Prior to the Offering,  for Sale in          Assuming All Registered
         Name of                                    Including Convertible       the                   Shares Are Sold
    Beneficial Owner                                       Securities        Offering(1)           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
                                                              68,000            68,000
Banyan Investment                                           w130,000          w130,000                 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
</TABLE>

                                       12
<PAGE>
<TABLE>
<CAPTION>

                                                       Number of Shares     Shares to be        Shares Beneficially Owned
                                                      Beneficially Owned     Registered            After the Offering,
                                                    Prior to the Offering,  for Sale in          Assuming All Registered
         Name of                                    Including Convertible       the                   Shares Are Sold
    Beneficial Owner                                       Securities        Offering(1)           Number        Percent(2)
    ----------------                                       ----------        -----------           ------        ----------
<S>                                                     <C>               <C>                 <C>          <C>
                                                              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                                          w11,000           w11,000                 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)                                       w49,250           w49,250                 0               0
                                                              14,850            14,850
Davey, Miranda                                               w14,850           w14,850                 0               0
Diamond Jay Ltd. Co. (Lender to                              w85,713           w85,713
Covol)                                                    AP 428,571        AP 428,571                 0               0
Elinora Investments                                          w40,000           w40,000                 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
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                       Number of Shares     Shares to be        Shares Beneficially Owned
                                                      Beneficially Owned     Registered            After the Offering,
                                                    Prior to the Offering,  for Sale in          Assuming All Registered
         Name of                                    Including Convertible       the                   Shares Are Sold
    Beneficial Owner                                       Securities        Offering(1)           Number        Percent(2)
    ----------------                                       ----------        -----------           ------        ----------
<S>                                                     <C>               <C>                 <C>          <C>
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
                                                              64,106            64,106
Johnson, Joe                                              CP 145,455        CP 145,455                 0               0
                                                            w294,727          w294,727
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
</TABLE>


                                       14
<PAGE>
<TABLE>
<CAPTION>

                                                       Number of Shares     Shares to be        Shares Beneficially Owned
                                                      Beneficially Owned     Registered            After the Offering,
                                                    Prior to the Offering,  for Sale in          Assuming All Registered
         Name of                                    Including Convertible       the                   Shares Are Sold
    Beneficial Owner                                       Securities        Offering(1)           Number        Percent(2)
    ----------------                                       ----------        -----------           ------        ----------
<S>                                                     <C>               <C>                 <C>          <C>
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
Mills, Diana F.                                                9,300             9,300                 0               0
                                                              13,737            13,737
Moubray Corporation                                          w41,288           w41,288                 0               0
                                                               4,000             4,000
Mower, Clark                                                 w12,000           w12,000                 0               0
                                                              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
                                                             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                                                  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
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>

                                                       Number of Shares     Shares to be        Shares Beneficially Owned
                                                      Beneficially Owned     Registered            After the Offering,
                                                    Prior to the Offering,  for Sale in          Assuming All Registered
         Name of                                    Including Convertible       the                   Shares Are Sold
    Beneficial Owner                                       Securities        Offering(1)           Number        Percent(2)
    ----------------                                       ----------        -----------           ------        ----------
<S>                                                     <C>               <C>                 <C>          <C>
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                                    20,900            20,900
Limited                                                      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
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)                                    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,                            w20,000           w20,000
a Lender to Covol)                                           328,425           328,425                 0               0
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>

                                                       Number of Shares     Shares to be        Shares Beneficially Owned
                                                      Beneficially Owned     Registered            After the Offering,
                                                    Prior to the Offering,  for Sale in          Assuming All Registered
         Name of                                    Including Convertible       the                   Shares Are Sold
    Beneficial Owner                                       Securities        Offering(1)           Number        Percent(2)
    ----------------                                       ----------        -----------           ------        ----------
<S>                                                     <C>               <C>                 <C>          <C>
                                                               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  2,414,455 shares
currently owned by the selling stockholders, plus 2,437,576 shares obtainable by
exercising warrants and options, and approximately  601,194 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,  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 800 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  601,194 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:

                                       17
<PAGE>


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.




                                     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.




                           [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 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>
<TABLE>
<CAPTION>

     Item 16.  Exhibits.

Exhibit
Number                            Description                                             Location

<S>            <C>                                                                      <C>
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>

Exhibit
Number                            Description                                             Location

<C>            <C>                                                                      <C>

3.1.6          Certificate of Designations, Number, Voting Powers, Preferences              (9)
               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)
- ------------------------
</TABLE>

*    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.

     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

                                       22
<PAGE>

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 June 3, 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           June 3, 1999
- ------------------------     Director
Name

/s/ Brent M. Cook            President and Director                June 3, 1999
- ------------------------
Name

/s/ Steven G. Stewart        Chief Financial and Accounting        June 3, 1999
- ------------------------     Officer
Name

/s/ DeLance W. Squire        Director                              June 3, 1999
- ------------------------
Name

/s/ James A. Herickhoff      Director                              June 3, 1999
- ------------------------
Name

/s/ Raymond J. Weller        Director                              June 3, 1999
- ------------------------
Name

/s/ John P. Hill, Jr.        Director                              June 3, 1999
- ------------------------
Name


                                       24


                       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
June 1, 1999




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