UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
Covol Technologies, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
223575-10-1
(CUSIP Number)
James G. Swensen, Jr.
39 Exchange Place, Suite 100
Salt Lake City, Utah 84111
801-534-0909
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 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).
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CUSIP No. 223575-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Aspen Capital Resources, LLC
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
Utah
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
715,531 Shares (including 333,291 Shares issuable on conversion of
convertible Debentures; 76,180 Shares issuable on conversion of
convertible Preferred Stock; and 306,060 Shares issuable under
immediately exercisable warrants)
9. SOLE DISPOSITIVE POWER
0 Shares
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10. SHARED DISPOSITIVE POWER
715,531 Shares (including 333,291 Shares issuable on conversion of
convertible Debentures; 76,180 Shares issuable on conversion of
convertible Preferred Stock; and 306,060 Shares issuable under
immediately exercisable warrants)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,531 Shares (including 333,291 Shares issuable on conversion of
convertible Debentures; 76,180 Shares issuable on conversion of
convertible Preferred Stock; and 306,060 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)
5.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No. 223575-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Johnson Foundation
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
Utah
7. SOLE VOTING POWER
0 Shares
8. SHARED VOTING POWER
715,531 Shares (including 333,291 Shares issuable on conversion of
convertible Debentures; 76,180 Shares issuable on conversion of
convertible Preferred Stock; and 306,060 Shares issuable under
immediately exercisable warrants)
9. SOLE DISPOSITIVE POWER
0 Shares
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10. SHARED DISPOSITIVE POWER
715,531 Shares (including 333,291 Shares issuable on conversion of
convertible Debentures; 76,180 Shares issuable on conversion of
convertible Preferred Stock; and 306,060 Shares issuable under
immediately exercisable warrants)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
715,531 Shares (including 333,291 Shares issuable on conversion of
convertible Debentures; 76,180 Shares issuable on conversion of
convertible Preferred Stock; and 306,060 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)
5.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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This Statement on Schedule 13D relates to shares of Common Stock, par
value $0.001 per share (the "Shares"), of Covol Technologies, Inc., a Delaware
corporation (the "Company") held for the accounts of Aspen Capital Resources,
LLC and The Johnson Foundation. Mr. Joe K. Johnson is the manager of Aspen
Capital Resources, LLC and the trustee of The Johnson Foundation. As such, he
has been granted voting power and investment power over investments of the
Reporting entities, including the Shares, and may therefore be deemed to
control, directly or indirectly, the Shares reported hereby.
Item 1. Security and Issuer
The class of securities to which this statement on Schedule 13D relates
is the Common Stock, par value $.001 per share, of Covol Technologies, Inc., a
Delaware corporation. The Company has its principal executive offices at 3280 N.
Frontage Rd, Lehi, Utah 84043.
Item 2. Identity and Background
This statement is filed by Aspen Capital Resources, LLC, a Utah limited
liability company with an address at 8989 South Schofield Circle, Sandy, Utah
84093; and The Johnson Foundation, a Utah charitable trust with an address at
8989 South Schofield Circle, Sandy, Utah 84093(together, the "Reporting
Persons"). Aspen Capital Resources, LLC and The Johnson Foundation may be deemed
to beneficially own, directly or indirectly, the Shares reported hereby. Neither
the present filing nor anything contained herein shall be construed as an
admission that any Reporting Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934 or that the
Reporting Persons constitute a "group" for any purpose.
Aspen Capital Resources, LLC is an investment company. The Johnson
Foundation is qualified as an exempt organization under the Internal Revenue
Code of 1986, as amended, and performs certain charitable purposes. Joe K.
Johnson, an individual resident of Utah and U.S. citizen, with an address at
8989 South Schofield Circle, Sandy, Utah 84093, is the manager of Aspen Capital
Resources, LLC and the trustee of The Johnson Foundation. His principal business
is investor and consultant.
During the last five years, neither of the Reporting Persons nor Mr. Joe
K. Johnson has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years, neither of the Reporting Persons nor Mr. Joe
K. Johnson has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration
Aspen Capital Resources, LLC has provided funding of $1,750,000.00 to
the Company pursuant to a Securities Purchase Agreement dated as of September
17, 1999. The funding was provided from working capital of Aspen Capital
Resources, LLC, including capital contributions and earnings from operations.
The Johnson Foundation has provided funding of $1,000,000.00 to the
Company pursuant to an Agreement dated as of January 22, 1999. The funding was
provided from working capital of The Johnson Foundation, including contributions
and earnings.
Item 4. Purpose of Transaction
The Shares have been acquired by the Reporting Persons for investment
purposes. Each Reporting Person expects to evaluate on an ongoing basis the
Company's financial condition, business operations and prospects, the status of
any business combination involving the Company, the market price of the Shares,
conditions in the securities markets generally, general economic and industry
conditions and other factors. Accordingly, each Reporting Person reserves the
right to change its plans and intentions at any time, as it deems appropriate.
In particular, each Reporting Person may at any time and from time to time
acquire additional Shares or other securities convertible or exchangeable for
Shares in public or private transactions; dispose of Shares or other securities
in public or private transactions, including dispositions economically effected
by short sales or options transactions; and/or enter into privately negotiated
derivative transactions to hedge the market risk of some or all of its positions
in the Shares or other securities. Any such transactions may be effected at any
time and from time to time. In connection with their investment in the Company,
the Reporting Persons expect from time to time to consult with management and
other shareholders of the Company.
Other than as discussed above, or as otherwise described in Item 6 of
this Statement on Schedule 13D, the Reporting Persons currently have no plans to
effect any of the transactions required to be described in Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer
(a) - (b) As of October 6, 1999, Aspen Capital Resources, LLC was the
holder of $1,750,000 of Debentures, 50% of which are deemed convertible for
333,291 Shares (at the Conversion Price, as defined below) and Warrants
exercisable for 233,333 Shares (at $3.60 per Share). The Conversion Price for
the Debentures is the lower of $3.00 or the average of the 3 lowest closing bid
prices during the 15 trading days preceding the date of conversion.
As of October 6, 1999, The Johnson Foundation was the record owner of
200 shares of Series C Preferred Stock convertible for 76,180 Shares (at the
Conversion Price, as defined below) and Warrants exercisable for 72,727 Shares
(at $6.88 per Share). The Conversion Price for the Preferred
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Stock is the lower of $5.50 or the average of the 3 lowest closing bid prices
during the 15 trading days preceding the date of conversion.
Because the Debentures and Preferred Stock are convertible into Shares
at the option of the Reporting Persons pursuant to the foregoing formulas, the
actual number of Shares which would be owned by the Reporting Persons upon
conversion will fluctuate. However, for purposes of this filing, the Debentures
and the Preferred Stock are deemed converted as of the reporting date.
On the basis of the foregoing, Aspen Capital Resources, LLC and The
Johnson Foundation may be deemed to beneficially own, directly or indirectly,
715,531 Shares, or 5.3% of the Company's outstanding Common Stock as of the
reporting date. Such calculation is based on the Company's outstanding Shares,
after giving effect to Shares issuable upon conversion of the Debentures and the
Preferred Stock and upon 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 the other. In addition, Joe K. Johnson, as manager of
Aspen Capital Resources, LLC and as trustee of The Johnson Foundation may be
deemed to beneficially own, directly or indirectly, the Shares.
(c) Schedule I lists transactions in the Shares by the Reporting Persons
during the last sixty days, including the name, date, amount of securities
involved, and price per unit. Except as otherwise indicated, all acquisitions of
Shares were made by conversions of Debentures and Preferred Stock directly with
the Company, and all dispositions of Shares were executed through market
transactions. There were no other transactions in the Shares by the Reporting
Persons in the past sixty days.
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
(a) The arrangement between Aspen Capital Resources, LLC and the
Company, whereby Aspen Capital Resources, LLC provided funding to the Company,
is set forth in a Securities Purchase Agreement dated as of September 17, 1999
which is incorporated herein by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-3/A (Registration No. 333-67371), Amendment No.
4 dated October 7, 1999, which has been filed with the Securities and Exchange
Commission.
(b) The arrangement between The Johnson Foundation and the Company,
whereby The Johnson Foundation provided funding to the Company, is set forth in
the Certificate of Designation, Number, Voting Powers, Preferences and Rights of
the Series C 7% Convertible Preferred Stock
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which is incorporated herein by reference to Exhibit 3.1.5 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 which has
been filed with the Securities and Exchange Commission.
(c) Except as described or referred to above, there are no contracts,
arrangements, understandings or relationships among the Reporting Persons, or
between such persons and any other person with respect to any securities of the
Company, including but not limited to transfer or voting of any securities of
the Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement among the Reporting Persons.
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: January 12, 2000
ASPEN CAPITAL RESOURCES, LLC
By: /s/
-----------------------
Joe K. Johnson, Manager
THE JOHNSON FOUNDATION
By: /s/
-----------------------
Joe K. Johnson, Trustee
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SCHEDULE I
Title of Security Transaction Securities Acquired (A)* and Disposed (D)
-----------------------------------------
Date Number of Price
Shares Per Share
Common Stock 08/06/99 60,000 A $5.00
Common Stock 08/16/99 21,651 A(1) $4.188
Common Stock 08/25/99 45,000 D $3.6875
Common Stock 08/31/99 16,100 A $3.375
Common Stock 09/02/99 38,000 A $3.8125
Common Stock 09/15/99 45,000 A $3.125
Common Stock 09/16/99 21,651 A(1) $3.125
Common Stock 09/17/99 255,000 A(2) $3.33
Common Stock 10/06/99 291,409 A(3) $3.09
* Except as otherwise indicated, for the purposes of this Schedule I, all Shares
"acquired" represent Shares received from the Company upon the conversion of
Debentures and Preferred Stock at the Conversion Price applicable on the date of
conversion.
(1) Shares issued to The Johnson Foundation by the Company pursuant to the
Agreement dated as of January 22, 1999.
(2) Debentures and Warrants acquired on September 17, 1999 pursuant to funding
of $850,000.00, which if converted and exercised on that date would be
convertible and exercisable for the number of shares indicated.
(3) Debentures and Warrants acquired on October 6, 1999 pursuant to funding of
$900,000.00, which if converted and exercised on that date would be convertible
and exercisable for the number of shares indicated.
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EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities
Exchange Act of 1934 as amended, the undersigned hereby agree to the joint
filing of a Statement on Schedule 13D (including any and all amendments thereto)
with respect to the shares of Common Stock, par value $0.001 per share, of Covol
Technologies, Inc. and further agree that this Joint Filing Agreement be
included as an Exhibit thereto. In addition, each party to this Agreement
expressly authorizes each other party to this Agreement to file on its behalf
any and all amendments to such Statement.
Dated: January 12, 2000
ASPEN CAPITAL RESOURCES, LLC
By: /s/
-----------------------
Joe K. Johnson, Manager
THE JOHNSON FOUNDATION
By: /s/
-----------------------
Joe K. Johnson, Trustee
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