UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 29, 2000
-----------------
Date of Report (Date of earliest event reported)
COVOL TECHNOLOGIES, INC.
------------------------
(Exact name of Registrant as specified in its charter)
Delaware 0-27808 87-0547337
-------- ------- ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
3280 N. Frontage Road
Lehi, UT 84043
--------------
(Address of principal executive offices)
(Zip Code)
(801) 768-4481
--------------
(Registrant's telephone number, including area code)
Not Applicable
------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events - Submission of Matters to a Vote of Security Holders
An annual meeting of stockholders of Covol was held on February 29, 2000 for the
following purposes:
1. To elect one class III director of Covol to serve until the 2003 annual
meeting of stockholders, or until his successor is duly elected and
qualified;
2. To ratify the selection by the board of directors of
PricewaterhouseCoopers LLP as independent auditors of Covol for the
fiscal year ending September 30, 2000;
3. To ratify the issuance by Covol in March 1999 of convertible preferred
stock and convertible debt financing; and
4. To approve an amendment to Covol's Certificate of Incorporation
increasing its authorized number of shares of common stock from
25,000,000 to 50,000,000.
A total of 13,829,681 shares were voted on proposals 1, 2 and 4 and a total of
9,348,127 shares were voted on proposal 3. The results of voting on these
matters were as follows:
1. To elect Mr. Brent M. Cook as a class III director: for - 13,392,277;
withheld authority - 437,404.
2. To ratify the selection of PricewaterhouseCoopers LLP as auditors for
fiscal 2000: for - 13,719,986; against - 79,932; abstain - 29,763.
3. To ratify the issuance by Covol in March 1999 of convertible preferred
stock and convertible debt financing: for - 8,941,130; against -
365,373; abstain - 41,624.
4. To approve an amendment to Covol's Certificate of Incorporation
increasing its authorized number of shares of common stock from
25,000,000 to 50,000,000: for - 13,318,593; against - 471,084; abstain
- 40,004.
Covol has filed an amendment to its Certificate of Incorporation increasing its
authorized number of shares of common stock from 25,000,000 to 50,000,000, which
amendment is filed as Exhibit 3.1.7 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) The following exhibit is included herein:
3.1.7 Certificate of Amendment of the Certificate of
Incorporation dated March 1, 2000.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COVOL TECHNOLOGIES, INC.
Registrant
Date: March 1, 2000 /s/ Kirk A. Benson
------------------
Kirk A. Benson
Chief Executive Officer
and Principal Executive
Officer
3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COVOL TECHNOLOGIES, INC.
Covol Technologies, Inc. (the "Company"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
1. On October 27, 1999 the Board of Directors of the Company approved
(i) an amendment to the Company's Certificate of Incorporation to increase the
authorized number of shares of common stock, $.001 par value to 50,000,000
shares, and (ii) to submit such amendment to the stockholders for their
approval.
2. On February 29, 2000 the Company held its annual stockholders
meeting where stockholders approved the proposal to amend the Company's
Certificate of Incorporation to increase the authorized shares of common stock
(the "Stockholder Approval").
3. Effective as of the date hereof, and after giving effect to the
Board of Director's approval and the Stockholders' Approval, Paragraph A of
Article V of the Certificate of Incorporation shall be amended to provide as
follows:
ARTICLE V
A. The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:
Number of Shares Par Value Class of
Authorized Per Share Stock
---------- --------- -----
50,000,000 $.001 Common
10,000,000 $.001 Preferred
4. That the remainder of the Certificate of Incorporation, including
the balance of said Article V, is unaffected by this Amendment.
5. That the foregoing amendment to the Certificate of Incorporation has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the said Covol Technologies, Inc. has caused this
Certificate to be executed by its duly authorized President this 1st day of
March, 2000.
COVOL TECHNOLOGIES, INC.
1
<PAGE>
By: /s/ Brent M. Cook
-----------------------
Name: Brent M. Cook
Title: President
2
