As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
COVOL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 87-0547337
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(State of Incorporation) (I.R.S. Employer I.D. No.)
3280 North Frontage Road
Lehi, Utah 84043-9534
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(Address of Principal Executive Offices) (Zip code)
Brown Stock Option Agreement, dated 1/1/95
Brown Stock Option Agreement, dated 8/31/96
Cook Stock Option Agreement, dated 1/1/96
Cook Stock Option Agreement, dated 6/1/96
Cook Stock Option Agreement, dated 4/21/98
Ford Stock Option Agreement, dated 1/1/95
Ford Stock Option Agreement, dated 8/31/96
Harker Stock Option Agreement, dated 1/1/95
Hatfield Stock Option Agreement, dated 12/13/96
Herickhoff Stock Option Agreement, dated 9/1/97
Herickhoff Stock Option Agreement, dated 6/22/98
Herickhoff Stock Option Agreement, dated 12/11/98
Herickhoff Stock Option Agreement, dated 12/11/98
Hill Stock Option Agreement, dated 10/28/97
Hill Stock Option Agreement, dated 6/22/98
Hill Stock Option Agreement, dated 12/11/98
Hill Stock Option Agreement, dated 12/11/98
Hubard Stock Option Agreement, dated 1/1/96
Madsen Stock Option Agreement, dated 1/1/95
Madsen Stock Option Agreement, dated 8/31/96
Priano Stock Option Agreement, dated 8/1/97
Priano Stock Option Agreement, dated 4/21/98
Squire Stock Option Agreement, dated 6/22/98
Squire Stock Option Agreement, dated 12/11/98
Squire Stock Option Agreement, dated 12/11/98
Weller Stock Option Agreement, dated 1/1/95
Weller Stock Option Agreement, dated 8/31/96
Weller Stock Option Agreement, dated 12/13/96
Weller Stock Option Agreement, dated 6/22/98
Weller Stock Option Agreement, dated 12/11/98
Weller Stock Option Agreement, dated 12/11/98
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(Full title of the plan)
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<PAGE>
Kirk A. Benson
Chairman of the Board of Directors
3280 North Frontage Road
Lehi, Utah 84043-9534
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(Name and address of agent for service)
Copy to:
Harlan M. Hatfield
Covol Technologies, Inc.
3280 North Frontage Road
Lehi, Utah 84043-9534
(801) 768-4481
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to offering price per share aggregate offering price Amount of registration
to be registered be registered (1) (2) (2) fee (2)(3)
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 1,194,250 $5.96 $7,117,730 $1,879.08
========================= ========================= ======================== ======================== =========================
</TABLE>
(1) Shares which may be issued upon exercise of stock options.
(2) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Exchange Act of 1933. Calculated in
accordance with Rule 457(h)(1) based on a weighted average of the exercise
prices of options to purchase common stock issuable under each of the stock
option agreements.
(3) Registration Fee is calculated on the basis of $264 per $1,000,000 of the
Proposed Maximum Aggregate Offering Price.
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Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Covol Technologies, Inc. common stock that become issuable
by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that increases the
number of Covol Technologies, Inc.'s outstanding shares of common stock.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Covol will send or give the documents containing the information
required by Part 1 to each participant as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission and the instructions to Form S-8, Covol is not filing such documents
with the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed by Covol with the Commission
are incorporated by reference in this registration statement:
o Current report on Form 8-K filed November 10, 1999,
o Annual report on Form 10-K filed January 13, 2000, for the fiscal year
ended September 30, 1999,
o Proxy statement dated January 19, 2000 and filed January 20, 2000,
o Current report on Form 8-K filed January 24, 2000, as amended on Form
8-K/A filed March 16, 2000,
o Quarterly report on Form 10-Q filed February 14, 2000, for the
quarterly period ended December 31, 1999,
o Current report on Form 8-K filed February 22, 2000,
o Current report on Form 8-K filed March 2, 2000,
o Current report on Form 8-K filed March 22, 2000,
o Current report on Form 8-K filed March 30, 2000,
o Quarterly report on Form 10-Q filed May 10, 2000, for the quarterly
period ended March 31, 2000,
o Current report on Form 8-K filed June 6, 2000,
o Description of securities contained in Item 11 of Covol's Registration
Statement on Form 10/A, Amendment No. 2 filed April 24, 1996, and
o All other documents filed by Covol pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since September
30, 1999 to the date of this filing.
All documents subsequently filed by Covol pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act of 1934, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
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Item 6. 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.
Item 7. Exemption from Registration Claimed
Not applicable.
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<PAGE>
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit No. Description of Exhibit and Method of Filing
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4.1* Certificate of Incorporation of Covol, incorporated by reference
to Exhibit 3.1 to Covol's Form 10, filed February 26, 1996.
4.1.1* Certificate of Amendment of the Certificate of Incorporation of
Covol dated January 22, 1996, incorporated by reference to
Exhibit 3.1.1 to Covol's Form 10, filed February 26, 1996.
4.1.2* Certificate of Amendment of the Certificate of Incorporation
dated June 25, 1997, incorporated by reference to Exhibit 3.1.2
to Covol's Quarterly Report on Form 10-Q, for the quarterly
period ended June 30, 1997.
4.1.3* Certificate of Designation, Number, Voting Powers, Preferences
and Rights of Covol's Series A 6% Convertible Preferred Stock
(Originally designated as Exhibit No. 3.1.2), incorporated by
reference to Exhibit 3.1.3 to Covol's Current Report on Form 8-K,
dated August 19, 1997.
4.1.4* Certificate of Designation, Number, Voting Powers, Preferences
and Rights of Covol's Series B Convertible Preferred Stock
(Originally designated as Exhibit No. 3.1.3), incorporated by
reference to Exhibit 3.1.4 to Covol's Current Report on Form 8-K,
for event dated September 18, 1997, filed October 28, 1997.
4.1.5* Certificate of Designation, Number, Voting Powers, Preferences
and Rights of Covol's Series C 7% Convertible Preferred Stock,
incorporated by reference to Exhibit 3.1.5 to Covol's Quarterly
Report on Form 10-Q, for the quarterly period ended December 31,
1998.
4.1.6* Certificate of Designations, Number, Voting Powers, Preferences
and Rights of the Series of the Preferred Stock of Covol
Technologies, Inc. to be Designated Series D 7% Cumulative
Convertible Preferred Stock, incorporated by reference to Exhibit
3.1.6 to Covol's Current Report on Form 8-K, for the event dated
March 17, 1999, filed March 24, 1999.
4.1.7* Certificate of Amendment of the Certificate of Incorporation
dated March 1, 2000, incorporated by reference to Exhibit 3.1.7
to Covol's Current Report on Form 8-K, for event dated February
29, 2000, filed on March 2, 2000.
4.2* Bylaws of Covol, incorporated by reference to Exhibit 3.2 to
Covol's Form 10, filed February 26, 1996.
4.2.1* Certificate of Amendment to Bylaws of Covol, dated January 31,
1996, incorporated by reference to Exhibit 3.2.1 to Covol's Form
10, filed February 26, 1996.
4.2.2* Certificate of Amendment to the Bylaws, dated May 20, 1997,
incorporated by reference to Exhibit 3.2.2 (originally designated
as Exhibit No. 3.2.1) to Covol's Quarterly Report on Form 10-Q,
for the quarterly period ended June 30, 1997.
4.2.3* Certificate of Amendment to the Bylaws, dated June 25, 1997,
incorporated by reference to Exhibit 3.2.3 (originally designated
as Exhibit No. 3.2.2) to Covol's Quarterly Report on Form 10-Q,
for the quarterly period ended June 30, 1997.
5.1** Opinion of Harlan M. Hatfield regarding legality of shares.
23.1** Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in Part II of this Registration
Statement).
* incorporated by reference.
** filed herewith.
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Item 9. 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 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.
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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-8 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, State of Utah, on June 20, 2000.
Covol Technologies, Inc.
By: /s/ Kirk A. Benson
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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 as true and lawful attorney-in-fact and agent 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 attorney-in-fact
and agent 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 said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Signature Title Date
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/s/ Kirk A. Benson Chief Executive Officer and June 20, 2000
------------------------ Director
Name
/s/ Brent M. Cook President and Director June 20, 2000
------------------------
Name
/s/ Steven G. Stewart Chief Financial and Accounting June 20, 2000
------------------------ Officer
Name
/s/ DeLance W. Squire Director June 20, 2000
------------------------
Name
/s/ James A. Herickhoff Director June 20, 2000
------------------------
Name
/s/ Raymond J. Weller Director June 20, 2000
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Name
/s/ John P. Hill, Jr. Director June 20, 2000
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Name
7
