-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MUkn5j2j0YEn6Q+kbZkq7yDPRmRs6O3vzTv44Os6JSeqY8Yv/diVztuZh3KxLoA2 ZuBG6LxnKlvmFMvbZZyAJg== 0001038838-97-000038.txt : 19970723 0001038838-97-000038.hdr.sgml : 19970723 ACCESSION NUMBER: 0001038838-97-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970707 ITEM INFORMATION: FILED AS OF DATE: 19970722 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVOL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001003344 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 870547337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27808 FILM NUMBER: 97643889 BUSINESS ADDRESS: STREET 1: 3280 N FRONTAGE RD CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 8017684481 8-K 1 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 July 7, 1997 ------------------------------------------------ Date of Report (Date of earliest event reported) COVOL TECHNOLOGIES, INC. ------------------------------------------------------ (Exact Name of Registrant as specified in its charter) Delaware 0-27803 87-0547337 - ------------------------- ------------------- --------------------- (State or other juris- (Commission File (IRS Employer diction of incorporation) Number) Identification No.) 3280 North Frontage Road Lehi, Utah, 84043 ------------------------ ----------- (Address of principal (Zip Code) executive offices) (801) 768-4481 --------------------------------------------------- (Registrant's telephone number, including area code) Item 9. Sales of Equity Securities Pursuant to Regulation S On July 7, 1997, and in reliance on Regulation S of the Securities Act of 1933, as amended ("Regulation S"), Covol Technologies, Inc. (the "Company") received additional funds and accepted additional subscriptions for the sale of 60,000 units (the "Units") from accredited non-U.S. persons (the "Non-U.S. Persons") in connection with Regulation S sales that occurred on similar units on May 26, 1997 as reported in the Company's Current Report on Form 8-K dated June 6, 1997. Each Unit consisted of (i) one share of Company common stock, $0.001 par value per share (the "Common Stock"), and (ii) a warrant to acquire one share of Company Common Stock at a price of $7.25 per share (the "Warrants"), for a total purchase price per Unit of $6.00, or a total of $360,000. The Warrants are exercisable at any time prior to the second anniversary of their issuance. On May 26, 1997, the Company sold 224,000 Units, for a total purchase price of $1,344,000 resulting in a total of 284,000 Units for an aggregate purchase price of $1,704,000 having been sold on May 26, 1997 and July 7, 1997 in connection with this Regulation S sale of securities. The shares of Company Common Stock issuable under the Warrants and the Finder Warrants (as defined below) have piggy-back registration rights and conditional demand registration rights. The conditional demand registration rights are triggered if within twelve (12) months from the date of subscription, the Securities and Exchange Commission imposes an additional holding period requirement on securities issued under Regulation S, other than those holding period restrictions currently in effect. Doyle Capital Resources, an Australian entity located at Level 32, Chifley Tower, Two Chifley Square, Sydney NSW 2000 Australia ("Doyle Capital Resources"), and Aymkone Pty Ltd, an Australian entity located at Level 4, 70 Castlereagh Street, Sydney NSW 2000 Australia ("Aymkone"), acted as finders in the sale to the Non-U.S. Persons. As compensation for acting as finders on both subscriptions, Doyle Capital Resources received a cash fee of five percent of the proceeds of such offerings and Aymkone received warrants (the "Finder Warrants") to purchase 71,000 shares of Company Common Stock at a price of $7.25 per share in connection with the May 26, 1997 sales and the July 7, 1997 sales. The Finder Warrants are exercisable at any time prior to the second anniversary of their issuance. Based upon representations made to the Company, Aymkone is also a non-U.S. person and the Finder Warrants were issued in reliance on Regulation S. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COVOL TECHNOLOGIES, INC. --------------------------- (Registrant) /s/ Stanley M. Kimball Date: July 21, 1997 ------------------------------- By: Stanley M. Kimball Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----