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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
COVOL TECHNOLOGIES, INC.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
223575-10-1
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(CUSIP Number)
May 4, 2000
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 (the "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).
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SCHEDULE 13G
CUSIP No. 223575-10-1
1 NAME OF REPORTING PERSON
Cherokee Associates, LLC, a Colorado limited liability company
Diamond Jay, Ltd. Co., a New Mexico limited liability company
John P. Hill, Jr.
Quince Associates, L.P., a Maryland limited partnership
Evensong, LLC, a Colorado limited liability company
Donald V. Berlanti
Vespers, LLC, a Colorado limited liability company
Richard A. Berlanti
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ---
Not applicable (b) ---
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cherokee Associates, LLC: Colorado
Diamond Jay, Ltd. Co.: New Mexico
John P. Hill, Jr.: United States Citizen
Quince Associates, L.P.: Maryland
Evensong, LLC: Colorado
Donald V. Berlanti: United States Citizen
Vespers, LLC: Colorado
Richard A. Berlanti: United States Citizen
5 SOLE VOTING POWER
Cherokee Associates, LLC has sole voting power over 1,582,272 shares and
Diamond Jay, Ltd. Co. has sole voting power over 514,284 shares. Both
Cherokee Associates, LLC and Diamond Jay, Ltd. Co. are controlled by
Quince Associates, L.P. John P. Hill, Jr. has served as a Director of
the Issuer since 1997 and is the holder of currently exercisable options
to purchase an additional 33,500 shares (over which he has sole voting
power). Except for John P. Hill, Jr. and Diamond Jay, Ltd. Co., all of
the other Reporting Persons are direct and indirect owners of Quince
Associates, L.P.
6 SHARED VOTING POWER
None
7 SOLE DISPOSITIVE POWER
Cherokee Associates, LLC has sole dispositive power over 1,582,272 shares
and Diamond Jay, Ltd. Co. has sole dispositive power over 514,284 shares.
Both Cherokee Associates, LLC and Diamond Jay, Ltd. Co. are controlled by
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Quince Associates, L.P. John P. Hill, Jr. has sole dispositive power
over 33,500 shares pursuant to currently exercisable options. Except for
John P. Hill, Jr. and Diamond Jay, Ltd. Co., all of the other Reporting
Persons are direct and indirect owners of Quince Associates, L.P.
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As of the date of this report, Cherokee Associates, LLC is the direct
owner of 1,582,272 shares of the Issuer's Common Stock (including 396,454
shares pursuant to currently exercisable warrants), constituting
approximately 7.06% of the currently issued and outstanding shares. The
manager of Cherokee Associates, LLC is John P. Hill, Jr. Cherokee
Associates, LLC is owned 72.5% by Quince Associates, L.P., a Maryland
limited partnership, 2.5% by the Michael Bianchini Trust, 2.5% by the
Joseph Carosella Trust, 3.75% by Jeffrey Greenhawt, 3.75% by Dan Cohen,
5% by Girard Investment Partners, Inc., 7.5% by John P. Hill, Jr. and
2.5% by John P. Hill, Sr. The general partner of Quince Associates, L.P.
is Evensong, LLC, a Colorado limited liability company that is managed by
Donald V. Berlanti and John P. Hill, Jr. Quince Associates, L.P. is
owned 50% by Evensong, LLC and 50% by Vespers, LLC. Evensong, LLC is
owned by 18 trusts of the Donald V. Berlanti family, all of which are
essentially controlled by Donald V. Berlanti and John P. Hill, Jr.
Vespers, LLC is a Colorado limited liability company that is managed by
Donald V. Berlanti, Richard A. Berlanti ( Donald V. Berlanti and Richard
A. Berlanti are brothers) and John P. Hill, Jr. Vespers, LLC is owned by
10 trusts of the Richard A. Berlanti family, all of which are also
essentially controlled by Donald V. Berlanti and John P. Hill, Jr. John
P. Hill, Jr. is deemed to be the owner of another 33,500 shares pursuant
to currently exercisable options held by him individually.
In addition, as of the date of this report, Diamond Jay, Ltd. Co. is the
direct owner of 514,284 shares of the Issuer's Common Stock (consisting
of 3,000 Series A Preferred Shares which are currently convertible into
428,571 shares of Common Stock and currently exercisable warrants to
purchase an additional 85,713 shares), constituting approximately 2.28%
of the currently issued and outstanding shares. Diamond Jay, Ltd. Co. is
managed by Donald V. Berlanti and owned 66.7% by Quince Associates, L.P.
and 11.1% each by John Boc, John McDonough and John Casey.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
(See Instructions)
Not applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Cherokee Associates, LLC is the beneficial owner of approximately 7.06%
of the Issuer's currently issued and outstanding shares of Common Stock,
and Diamond Jay, Ltd. Co. is the beneficial owner of approximately 2.28%
of such shares, for an aggregate percentage ownership of approximately
9.15%. By virtue of their relationships with the other Reporting
Persons, Donald V. Berlanti may be deemed to be the beneficial owner of
all such shares and John P. Hill, Jr. may be deemed to be the beneficial
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owner of approximately 9.28% of the currently issued and outstanding
shares (after giving effect to currently exercisable options to purchase
an additional 33,500 shares that are held by Mr. Hill directly).
12 TYPE OF REPORTING PERSON (See Instructions)
Cherokee Associates, LLC: 00
Diamond Jay, Ltd. Co.: 00
John P. Hill, Jr.: IN
Quince Associates, L.P.: PN
Evensong, LLC: 00
Donald V. Berlanti: IN
Vespers, LLC: 00
Richard A. Berlanti: IN
Item 1.
(a) Name of Issuer: Covol Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices:
3280 North Frontage Road
Lehi, Utah 84043
Item 2.
(a) Name of Person Filing:
Cherokee Associates, LLC
Diamond Jay, Ltd. Co.
John P. Hill, Jr.
Quince Associates, L.P.
Evensong, LLC
Donald V. Berlanti
Vespers, LLC
Richard A. Berlanti
(b) Address of Principal Business Office:
Cherokee Associates, LLC
555 Zang Street - Suite 300
Lakewood, Colorado 80228
Diamond Jay, Ltd. Co.
555 Zang Street - Suite 300
Lakewood, Colorado 80228
John P. Hill, Jr.
555 Zang Street - Suite 300
Lakewood, Colorado 80228
Quince Associates, L.P.
555 Zang Street - Suite 300
Lakewood, Colorado 80228
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Evensong, LLC
555 Zang Street - Suite 300
Lakewood, Colorado 80228
Donald V. Berlanti
555 Zang Street - Suite 300
Lakewood, Colorado 80228
Vespers, LLC
555 Zang Street - Suite 300
Lakewood, Colorado 80228
Richard A. Berlanti
555 Zang Street - Suite 300
Lakewood, Colorado 80228
(c) Citizenship:
Cherokee Associates, LLC: Colorado
Diamond Jay, Ltd. Co.: New Mexico
John P. Hill, Jr.: United States Citizen
Quince Associates, L.P.: Maryland
Evensong, LLC: Colorado
Donald V. Berlanti: United States Citizen
Vespers, LLC: Colorado
Richard A. Berlanti: United States Citizen
(d) Title of Class of Securities: Common Stock, $.001 par value
(e) CUSIP No.: 223575-10-1
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of the date of this report, Cherokee Associates, LLC is the
direct owner of 1,582,272 shares (including 396,454 shares pursuant
to currently exercisable warrants) of the Issuer's Common Stock,
constituting approximately 7.06% of the currently issued and
outstanding shares. The manager of Cherokee Associates, LLC is John
P. Hill, Jr. Cherokee Associates, LLC is owned 72.5% by Quince
Associates, L.P., a Maryland limited partnership, 2.5% by the
Michael Bianchini Trust, 2.5% by the Joseph Carosella Trust, 3.75%
by Jeffrey Greenhawt, 3.75% by Dan Cohen, 5% by Girard Investment
Partners, Inc., 7.5% by John P. Hill, Jr. and 2.5% by John P. Hill,
Sr. The general partner of Quince Associates, L.P. is Evensong,
LLC, a Colorado limited liability company that is managed by Donald
V. Berlanti and John P. Hill, Jr. Quince Associates, L.P. is owned
50% by Evensong, LLC and 50% by Vespers, LLC. Evensong, LLC is
owned by 18 trusts of the Donald V. Berlanti family, all of which
are essentially controlled by Donald V. Berlanti and John P. Hill,
Jr. Vespers, LLC is a Colorado limited liability company that is
managed by Donald V. Berlanti, Richard A. Berlanti (Donald V.
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Berlanti and Richard A. Berlanti are brothers) and John P. Hill, Jr.
Vespers, LLC is owned by 10 trusts of the Richard A. Berlanti
family, all of which are also essentially controlled by Donald V.
Berlanti and John P. Hill, Jr. John P. Hill, Jr. is deemed to be
the owner of another 33,500 shares pursuant to currently exercisable
options held by him individually.
In addition, as of the date of this report, Diamond Jay, Ltd. Co.
is the direct owner of 514,284 shares of the Issuer's Common Stock
(consisting of 3,000 Series A Preferred Shares which are currently
convertible into 428,571 shares of Common Stock and currently
exercisable warrants to purchase an additional 85,713 shares),
constituting approximately 2.28% of the currently issued and
outstanding shares. Diamond Jay, Ltd. Co. is managed by Donald V.
Berlanti and owned 66.7% by Quince Associates, L.P. and 11.1% each
by John Boc, John McDonough and John Casey.
(b) Percent of Class:
Cherokee Associates, LLC is the beneficial owner of approximately
7.06% of the Issuer's currently issued and outstanding shares of
Common Stock, and Diamond Jay, Ltd. Co. is the beneficial owner of
approximately 2.28% of such shares, for an aggregate percentage
ownership of approximately 9.15%. By virtue of their relationships
with the other Reporting Persons, Donald V. Berlanti may be deemed
to be the beneficial owner of all such shares and John P. Hill, Jr.
may be deemed to be the beneficial owner of approximately 9.28% of
the currently issued and outstanding shares (after giving effect to
currently exercisable options to purchase an additional 33,500
shares that are held by Mr. Hill directly).
(c) Number of shares as to which Cherokee Associates, LLC has:
(i) sole power to vote or to direct the vote: 1,582,272*
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the
disposition of: 1,582,272*
(iv) shared power to dispose or to direct the
disposition of: None
* Cherokee Associates, LLC has sole voting and dispositive power
over all 1,582,272 shares. Cherokee Associates, LLC is
controlled by Quince Associates, L.P. Except for John P. Hill,
Jr. and Diamond Jay, Ltd. Co., all of the other Reporting
Persons are direct and indirect owners of Quince Associates,
L.P.
Number of shares as to which Diamond Jay, Ltd. Co. has:
(i) sole power to vote or to direct the vote: 514,284
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the
disposition of: 514,284*
(iv) shared power to dispose or to direct the
disposition of: None
* Diamond Jay, Ltd. Co. has sole voting and dispositive power
over all 514,284 shares. Diamond Jay, Ltd. Co. is managed by
Donald V. Berlanti and controlled by Quince Associates, L.P.
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Except for John P. Hill, Jr., Cherokee Associates, LLC and
Diamond Jay, Ltd. Co., all of the other Reporting Persons are
direct and indirect owners of Quince Associates, L.P.
Number of shares as to which John P. Hill, Jr. has:
(i) sole power to vote or to direct the vote: 33,500*
(ii) shared power to vote or to direct the vote: None
(iii) sole power to dispose or to direct the
disposition of: 33,500*
(iv) shared power to dispose or to direct the
disposition of: None
* Pursuant to currently exercisable options.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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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.
Date: May 12, 2000 CHEROKEE ASSOCIATES, LLC
By: /s/ John P. Hill, Jr.
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Manager/Member
DIAMOND JAY, LTD. CO.
By: /s/ Donald V. Berlanti
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Manager/Member
/s/ John P. Hill, Jr.
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John P. Hill, Jr.
QUINCE ASSOCIATES, L.P.
By: /s/ John P. Hill, Jr.
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EVENSONG, LLC
By: /s/ Donald V. Berlanti
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Manager/Member
/s/ Donald V. Berlanti
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Donald V. Berlanti
VESPERS, LLC
By: /s/ Richard Berlanti
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Manager/Member
/s/ Richard Berlanti
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Richard A. Berlanti
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