SEC FILE NUMBER: 0-27803
CUSIP NUMBER: 223575101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 1999
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:_________________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Covol Technologies, Inc.
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Full Name of Registrant
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Former Name if Applicable
3280 North Frontage Road
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Address of Principal Executive Office (Street and Number)
Lehi, Utah 84043
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City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
[X] | thereof will be filed on or before the 15th calendar day
| following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof will
| be filed on or before the fifth calendar day following the
| prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
<PAGE>
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The extension is needed due to two pending significant transactions. Definitive
agreements for these two transactions are expected to be executed and the
transactions closed within the next 10 days. Consummation of these transactions
have a significant impact on certain financial statement disclosures.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Harlan M. Hatfield (801) 768-4481
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Fiscal 1999 Results
For the fiscal year ended September 30, 1999, total revenues were $6,719,000 and
the net loss was $28,393,000 or $2.39 per share. For the fiscal year ended
September 30, 1998, total revenues were $3,074,000 and the net loss was
$11,308,000 or $1.17 per share. The primary reasons for the increase in the net
loss were higher operating costs, and other impairments, non-recurring, non-cash
charges.
<PAGE>
<TABLE>
<CAPTION>
COVOL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(thousands of dollars and shares, except per-share amounts)
Three Months Ended Year Ended
--------------------------- ---------------------------
September 30 September 30 September 30 September 30
1998 (1) 1999 1998 (1) 1999
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Revenues:
<S> <C> <C> <C> <C>
License fees $432 $1,386 $860 $3,526
Other 671 1,231 2,214 3,193
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Total revenues 1,103 2,617 3,074 6,719
Operating costs and expenses:
Cost of briquetting operations 3,108 4,269 5,565 12,956
Impairments and non-recurring charges -- 6,645 218 7,201
Other 1,984 2,921 6,905 8,975
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Total operating expenses 5,092 13,835 12,688 29,132
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Operating loss (3,989) (11,218) (9,614) (22,413)
Interest income (expense), net (236) (1,571) (2,165) (4,667)
Other income (expense), net (1,016) (462) 471 (1,313)
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Net loss (5,241) (13,251) ($11,308) ($28,393)
=========================== ===========================
Basic and diluted loss per share ($0.52) ($1.09) ($1.17) ($2.39)
=========================== ===========================
Weighted average shares outstanding 10,602 12,713 9,969 12,418
=========================== ===========================
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(thousands of dollars)
September 30 September 30
1998 (1) 1999
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Assets:
Current assets:
<S> <C> <C>
Cash and cash equivalents $727 $223
Receivables 4,212 5,877
Inventories and advances on inventories 4,167 573
Facilities held for sale 27,582 20,139
Other 361 19
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Total current assets 37,049 26,831
Property, plant and equipment, net 15,809 14,182
Notes and interest receivable 7,646 7,879
Intangible assets and other 7,557 9,203
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Total assets $68,061 $58,095
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Liabilities:
Current liabilities:
Accounts payable $3,036 $1,179
Notes payable, current 22,049 20,626
Other 4,467 7,063
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Total current liabilities 29,552 28,868
Notes and interest payable, non-current 14,643 18,097
Other non-current liabilities 236 208
Deferred revenues 8,377 7,501
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Total liabilities 52,808 54,674
Minority interest 507 117
Redeemable convertible preferred stock -- 4,332
Stockholders' equity (net capital deficiency):
Convertible preferred stock and common stock - par value 12 14
Capital in excess of par value 69,284 78,457
Accumulated deficit (43,002) (71,713)
Related party receivables collateralized by stock (7,773) (6,564)
Deferred compensation from stock options (3,775) (1,222)
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Total stockholders' equity (net capital deficiency) 14,746 (1,028)
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Total liabilities and stockholders' equity (net capital deficiency) $68,061 $58,095
============================
</TABLE>
(1) Restated.
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<PAGE>
Covol Technologies, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 28, 1999 By /s/ Steven G. Stewart
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Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).
