-----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, CtU8IMdch0VXtMUKBTgabZ1PjtS/+Ssk8XviwBMGiJg9/AC1X6e/GA55K2vwXL/+ VGiYZed7c1IahJZFjCU7Qg== /in/edgar/work/20000620/0001038838-00-000429/0001038838-00-000429.txt : 20000920 0001038838-00-000429.hdr.sgml : 20000920 ACCESSION NUMBER: 0001038838-00-000429 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000620 EFFECTIVENESS DATE: 20000620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVOL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001003344 STANDARD INDUSTRIAL CLASSIFICATION: [1220 ] IRS NUMBER: 870547337 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-39676 FILM NUMBER: 657505 BUSINESS ADDRESS: STREET 1: 3280 N FRONTAGE RD CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 8017684481 S-8 1 0001.txt 1995 STOCK OPTION PLAN 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. ---------------------------------- (Exact name of registrant as specified in its charter) Delaware 87-0547337 ------------------------ -------------------------- (State of Incorporation) (I.R.S. Employer I.D. No.) 3280 North Frontage Road Lehi, Utah 84043-9534 ---------------------------------------- ----------- (Address of Principal Executive Offices) (Zip code) 1995 Stock Option Plan ---------------------- (Full title of the plan) Kirk A. Benson Chairman of the Board of Directors 3280 North Frontage Road Lehi, Utah 84043-9534 ---------------------- (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 ----------------------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- 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) Common Stock, $.001 par value 2,232,748 $1.97 $4,398,514 $1,161.21 ========================= ========================= ======================== ======================== =========================
(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(c) on the basis of the average of the high and low prices as of June 16, 2000 of Registrant's Common Stock as reported by The Nasdaq National Market(sm). (3) Registration Fee is calculated on the basis of $264 per $1,000,000 of the Proposed Maximum Aggregate Offering Price. ----------------------------------------- Pursuant to Rule 416, this Registration Statement shall also cover any additional shares of Covol Technologies, Inc. common stock that become issuable under the Covol Technologies, Inc. 1995 Stock Option Plan and 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. 1 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. 2 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. 3 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 - -------------- ----------------------------------------------------------------- 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). 99* 1995 Stock Option Plan, incorporated by reference to Exhibit 10.5 to Covol's Form 10, filed February 26, 1996. 99.1* First Amendment to the 1995 Stock Option Plan, incorporated by reference to Exhibit 10.5.1 to Covol's Form 10, filed February 26, 1996. * incorporated by reference. ** filed herewith. 4 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. 5 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 --------------------------------- 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 --------- ----- ---- /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 - ------------------------- Name /s/ John P. Hill, Jr. Director June 20, 2000 - ------------------------- Name 6 EX-5.1 2 0002.txt OPINION OF HARLAN M. HATFIELD June 20, 2000 Covol Technologies, Inc. 3280 North Frontage Road Lehi, Utah 84043 Re: Registration Statement on Form S-8 of Covol Technologies, Inc. Ladies and Gentlemen: I have acted as counsel to Covol Technologies, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 of the Company, SEC File No. 333-_____ filed on June 20, 2000, to which this opinion is attached as Exhibit 5.1 (the "Registration Statement"), with the Securities and Exchange Commission (the "Commission"). The Registration Statement relates to 2,232,748 shares (the "Shares") of common stock of the Company, par value $.001 per share (the "Common Stock"), consisting of shares of Common Stock issuable upon exercise of Common Stock options for purchase of Common Stock ("Options") issued by the Company pursuant to the 1995 Stock Option Plan (the "Plan"). This opinion is an exhibit to the Registration Statement, and is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "1933 Act"). In that capacity, I have reviewed the Registration Statement and other documents, corporate records, certificates, and other instruments for purposes of this opinion. In such examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such documents. In making my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, binding effect and enforceability thereof. As to any facts material to the opinions expressed herein, I have, to the extent I deemed appropriate, relied upon statements and representations of officers and other representatives of the Company and others. My opinions expressed herein are limited to the corporate law of the State of Delaware, and I do not express any opinion herein concerning any other law. Based upon and subject to the foregoing, and to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Shares being registered on the Registration Statement to be issued by the Company upon exercise of the Options in accordance with the Plan have been duly authorized and, when paid for in the manner provided in the Plan and the various agreements and instruments governing the Options, will be legally issued, fully paid and non-assessable. In rendering this opinion, I have assumed that i) the certificates representing the Shares will conform to the form of specimen examined by me and such certificates will be duly executed and delivered by the Company; and ii) the consideration for Shares as provided in the applicable resolutions of the Board of Directors of the Company, including the consideration paid or to be paid for the Options, has been actually received by the Company as provided therein. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Harlan M. Hatfield ------------------------- Harlan M. Hatfield EX-23.1 3 0003.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report, dated January 13, 2000, relating to the consolidated financial statements, which appears in Covol Technologies, Inc.'s Annual Report on Form 10-K for the year ended September 30, 1999. /s/ PricewaterhouseCoopers LLP Salt Lake City, Utah June 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----