UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Covol Technologies, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
223575-10-1
(CUSIP Number)
Joel Frank
OZ Management, L.L.C.
153 E. 53rd Street, 44th Floor
New York, New York 10022
212-292-5956
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1999
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13-1(g), check the
following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
OZ Management, L.L.C.
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
8,987,973 Shares (including 8,397,097 Shares issuable on conversion of
convertible Preferred Stock and 571,430 Shares issuable under
immediately exercisable warrants)
9. SOLE DISPOSITIVE POWER
0 Shares
10. SHARED DISPOSITIVE POWER
8,987,973 Shares (including 8,397,097 Shares issuable on conversion of
convertible Preferred Stock and 571,430 Shares issuable under
immediately exercisable warrants)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,987,973 Shares (including 8,397,097 Shares issuable on conversion of
convertible Preferred Stock and 571,430 Shares issuable under
immediately exercisable warrants)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
<PAGE>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
OZ Master Fund, Ltd.
2. CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
8,987,973 Shares (including 8,397,097 Shares issuable on conversion of
convertible Preferred Stock and 571,430 Shares issuable under
immediately exercisable warrants)
9. SOLE DISPOSITIVE POWER
0 Shares
10. SHARED DISPOSITIVE POWER
8,987,973 Shares (including 8,397,097 Shares issuable on conversion of
convertible Preferred Stock and 571,430 Shares issuable under
immediately exercisable warrants)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,987,973 Shares (including 8,397,097 Shares issuable on conversion of
convertible Preferred Stock and 571,430 Shares issuable under
immediately exercisable warrants)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
This Amendment No. 1 to Schedule 13D is being filed on behalf of OZ
Master Fund, Ltd. and OZ Management, L.L.C. (the "Reporting Persons") relating
to shares of Common Stock, par value $0.001 per share (the "Shares"), of Covol
Technologies, Inc., a Delaware corporation (the "Company"). Capitalized terms
not otherwise defined herein have the meanings given in the statement on
Schedule 13D originally filed as of the reporting date of November 19, 1999.
This Amendment is being filed pursuant to Rule 13d-2 of the Securities
Exchange Act of 1934 as amended.
Item 5 of the Schedule 13D is hereby deleted, and the following is
substituted therefor:
Item 5. Interest in Securities of the Issuer
(a) - (b)
As of December 9, 1999, OZ Master Fund is the record owner of 48,023
shares of Preferred Stock, Series C Warrants exercisable for 228,572 Shares
(at $5.25 per Share), Series D Warrants exercisable for 342,858 Shares (at
$6.56 per Share) and 19,446 Shares. The Preferred Stock is convertible into
Common Stock by dividing (A) the sum of (x) the product obtained by
multiplying (i) the number of shares of Preferred Stock to be converted by
(ii) $100, and (y) all accrued and unpaid dividends, by (B) the "Conversion
Price" then in effect. The Conversion Price for the Preferred Stock is the
lower of $5.25 and 90% of the average 3 lowest closing bid prices for the 20
business days preceding the date of conversion.
Because the Preferred Stock is convertible into Shares at the option of
the Reporting Persons pursuant to the foregoing formulas, it is not possible
to accurately calculate the number of Shares which would be owned by the
Reporting Persons as such Preferred Stock is converted over time. However, if
all shares of Preferred Stock were converted at the floating Conversion Price
as calculated as of the reporting date, the 48,023 shares of Preferred Stock
owned by OZ Master Fund would be convertible into 8,397,097 Shares, and such
figure has been used in making this filing. (At the fixed Conversion Price of
$5.25, the 48,023 Shares of Preferred Stock owned by OZ Master Fund as of the
reporting date would be convertible into 914,724 Shares.) The Warrants are
immediately exercisable for 571,430 Shares at the exercise prices set forth in
the preceding paragraph. As a result of changes in the Conversion Price, the
Reporting Persons' beneficial ownership of the Shares has increased even
though the Reporting Persons have not made any purchases of Shares.
On the basis of such calculations, OZ Master Fund, and indirectly
through its advisory relationship, OZ Management, may each be considered
beneficially to own 8,987,973 Shares, or 41.4% of the Company's outstanding
Shares as of the reporting date. Such calculation is based on the Company's
outstanding Shares, as derived from Amendment No. 1 to the Company's S-3
Registration Statement dated October 28, 1999, after giving effect to Shares
issuable upon conversion of the Preferred Stock and exercise of the Warrants
owned by the Reporting Persons.
Each of the Reporting Persons may be deemed to share the power to vote
or direct the vote, and to dispose or to direct the disposition of, the Shares
beneficially owned by each other. In addition, Daniel S. Och, as managing
member of OZ Management, may be deemed to beneficially and indirectly own the
Shares that OZ Management may be deemed to indirectly and beneficially own.
(c) Schedule I lists transactions in the Shares by the Reporting
Persons since the date of the most recently filed Schedule 13D, including the
name, date, amount of securities involved, and price per unit. All
acquisitions of Shares were made by conversions of Preferred Stock directly
with the Company, and all dispositions of Shares were executed through open
market transactions. There were no other transactions in the Shares by the
Reporting Persons since the date of the most recently filed of Schedule 13D.
(d) No person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any Shares beneficially owned by any Reporting Person.
(e) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 10, 1999.
OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
- --------------------------------
Name: Daniel S. Och
Title: Managing Member
OZ MASTER FUND, LTD.
By: OZ MANAGEMENT, L.L.C.
as Investment Manager
By: /s/ Daniel S. Och
- ----------------------------------
Name: Daniel S. Och
Title: Managing Member
<PAGE>
Schedule I
Title of Transaction Securities Purchased(P)*
Security Date or Sold(S)
Number of (P) Price
Shares (S) Per Share
Common Stock 11/22/99 49,998 P 1.6501
Common Stock 11/22/99 49,998 P 1.6501
Common Stock 11/22/99 49,998 P 1.6501
Common Stock 11/22/99 71,000 S 1.5408
Common Stock 11/22/99 65,000 S 1.6538
Common Stock 11/22/99 12,000 S 1.6615
Common Stock 11/23/99 14,100 S 1.4164
Common Stock 11/23/99 25,000 S 1.3750
Common Stock 11/23/99 50,057 P 1.4344
Common Stock 11/24/99 20,000 S 1.1609
Common Stock 11/26/99 50,058 P 1.0688
Common Stock 11/26/99 45,000 S 1.1288
Common Stock 11/29/99 23,000 S 1.0897
Common Stock 11/29/99 25,022 P 1.0031
Common Stock 11/30/99 28,000 S 0.9732
Common Stock 11/30/99 25,026 P 0.9750
Common Stock 12/01/99 20,000 S 0.9844
Common Stock 12/01/99 64,000 S 0.9388
Common Stock 12/01/99 100,178 P 0.9094
Common Stock 12/02/99 100,174 P 0.8625
Common Stock 12/02/99 25,000 S 0.9594
Common Stock 12/02/99 52,500 S 0.9400
Common Stock 12/03/99 70,500 S 0.7059
Common Stock 12/03/99 7,500 S 0.7500
Common Stock 12/03/99 50,108 P 0.8063
Common Stock 12/06/99 50,105 P 0.7125
Common Stock 12/06/99 65,000 S 0.6981
Common Stock 12/07/99 40,000 S 0.7086
Common Stock 12/07/99 50,087 P 0.6469
Common Stock 12/08/99 35,000 S 0.6904
Common Stock 12/08/99 25,058 P 0.5906
Common Stock 12/09/99 50,010 P 0.5719
Common Stock 12/09/99 80,950 S 0.7118
Common Stock 12/09/99 50,011 P 0.5719
* For the purposes of this Schedule I, all Shares "purchased" represent
Shares received upon the conversion of shares of Preferred Stock at the
Conversion Price applicable on such date.
