UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
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)
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 20, 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
1,279,407 Shares (including 731,707 Shares issuable on conversion of
convertible Debentures; 78,049 Shares issuable on conversion of
convertible Preferred Stock; 423,133 Shares issuable under immediately
exercisable warrants; and 46,518 additional Shares)
9. SOLE DISPOSITIVE POWER
0 Shares
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10. SHARED DISPOSITIVE POWER
1,279,407 Shares (including 731,707 Shares issuable on conversion of
convertible Debentures; 78,049 Shares issuable on conversion of
convertible Preferred Stock; 423,133 Shares issuable under immediately
exercisable warrants; and 46,518 additional Shares)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,407 Shares (including 731,707 Shares issuable on conversion of
convertible Debentures; 78,049 Shares issuable on conversion of
convertible Preferred Stock; 423,133 Shares issuable under immediately
exercisable warrants; and 46,518 additional Shares)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
2
<PAGE>
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
1,279,407 Shares (including 731,707 Shares issuable on conversion of
convertible Debentures; 78,049 Shares issuable on conversion of
convertible Preferred Stock; 423,133 Shares issuable under immediately
exercisable warrants; and 46,518 additional Shares)
9. SOLE DISPOSITIVE POWER
0 Shares
3
<PAGE>
10. SHARED DISPOSITIVE POWER
1,279,407 Shares (including 731,707 Shares issuable on conversion of
convertible Debentures; 78,049 Shares issuable on conversion of
convertible Preferred Stock; 423,133 Shares issuable under immediately
exercisable warrants; and 46,518 additional Shares)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,279,407 Shares (including 731,707 Shares issuable on conversion of
convertible Debentures; 78,049 Shares issuable on conversion of
convertible Preferred Stock; 423,133 Shares issuable under immediately
exercisable warrants; and 46,518 additional Shares)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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<PAGE>
This Amendment No. 1 to the 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. Capitalized terms
not otherwise defined herein have the meanings given tn the Statement on
Schedule 13D filed with respect to the reporting date of October 6, 1999. This
Amendment is filed pursuant to Rule 13d-2 of the Securities Exchange Act of
1934, as amended.
Item 3 and Item 5 of Schedule 13D are hereby amended and restated in
their entirety, as follows:
Item 3. Source and Amount of Funds or Other Consideration
Aspen Capital Resources, LLC has provided funding of $2,500,000.00 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 5. Interest in Securities of the Issuer
(a) - (b) As of October 20, 1999, Aspen Capital Resources, LLC was the
holder of $2,500,000 of Debentures, 75% of which are deemed convertible for
731,707 Shares (at the Conversion Price, as defined below) and Warrants
exercisable for 350,406 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 20, 1999, The Johnson Foundation was the record owner of
200 shares of Series C Preferred Stock convertible for 78,049 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 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.
As of October 20, 1999, the Reporting Parties were also the beneficial
owners of 46,518 Shares.
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.
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<PAGE>
On the basis of the foregoing, Aspen Capital Resources, LLC and The
Johnson Foundation may be deemed to beneficially own, directly or indirectly,
1,279,407 Shares, or 9.1% 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 since the most recent filing of Schedule 13D, 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 since the most recent filing 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.
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 13, 2000
ASPEN CAPITAL RESOURCES, LLC
By: /s/
Joe K. Johnson, Manager
THE JOHNSON FOUNDATION
By: /s/
Joe K. Johnson, Trustee
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<TABLE>
<CAPTION>
SCHEDULE I
Title of Security Transaction Securities Acquired (A) and Disposed (D)
Date Number of Price
Shares Per Share
<S> <C> <C> <C>
Common Stock 10/11/99 35,000 A(4) $2.764178
Common Stock 10/20/99 263,414 A(5) $2.85
</TABLE>
(4) Shares acquired in market transactions.
(5) Debentures and Warrants acquired on October 20, 1999 with funding of
$750,000.00 pursuant to the Securities Purchase Agreement dated September 17,
1999, which if converted and exercised on that date would be convertible and
exercisable for the number of shares indicated.
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