-----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, TjUn8YIpCn1tBgzgUXOESrcsLXus0v0f/7IwzKX1ncGu8q2WA9oFkJtYEand3XCd Ks8QjNMzKjJ40G3dsESpOA== 0000902664-99-000703.txt : 19991220 0000902664-99-000703.hdr.sgml : 19991220 ACCESSION NUMBER: 0000902664-99-000703 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991217 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50887 FILM NUMBER: 99776858 BUSINESS ADDRESS: STREET 1: 3280 N FRONTAGE RD CITY: LEHI STATE: UT ZIP: 84043 BUSINESS PHONE: 8017684481 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LLC CENTRAL INDEX KEY: 0001054587 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 153 EAST 53RD STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122925900 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Covol Technologies, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 223575-10-1 (CUSIP Number) Joel Frank OZ Management, L.L.C. 153 E. 53rd Street, 44th Floor New York, New York 10022 212-292-5956 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) December 16, 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS OZ Management, L.L.C. 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) AF 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2 (E) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 0 Shares 8. SHARED VOTING POWER 9,523,664 Shares (including 8,948,450 Shares issuable on conversion of convertible Preferred Stock and 571,430 Shares issuable under immediately exercisable warrants) 9. SOLE DISPOSITIVE POWER 0 Shares 10. SHARED DISPOSITIVE POWER 9,523,664 Shares (including 8,948,450 Shares issuable on conversion of convertible Preferred Stock and 571,430 Shares issuable under immediately exercisable warrants) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,523,664 Shares (including 8,948,450 Shares issuable on conversion of convertible Preferred Stock and 571,430 Shares issuable under immediately exercisable warrants) 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRICTIONS) 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.7% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS OZ Master Fund, Ltd. 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 Cayman Islands 7. SOLE VOTING POWER 0 Shares 8. SHARED VOTING POWER 9,523,664 Shares (including 8,948,450 Shares issuable on conversion of convertible Preferred Stock and 571,430 Shares issuable under immediately exercisable warrants) 9. SOLE DISPOSITIVE POWER 0 Shares 10. SHARED DISPOSITIVE POWER 9,523,664 Shares (including 8,948,450 Shares issuable on conversion of convertible Preferred Stock and 571,430 Shares issuable under immediately exercisable warrants) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,523,664 Shares (including 8,948,450 Shares issuable on conversion of convertible Preferred Stock and 571,430 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) 42.7% 14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO This Amendment No. 2 to Schedule 13D is being filed on behalf of OZ Master Fund, Ltd. and OZ Management, L.L.C. (the "Reporting Persons") relating to shares of Common Stock, par value $0.001 per share (the "Shares"), of Covol Technologies, Inc., a Delaware corporation (the "Company"). Capitalized terms not otherwise defined herein have the meanings given in the statement on Schedule 13D originally filed as of the reporting date of November 19, 1999. This Amendment is being filed pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 as amended. Item 5 of the Schedule 13D is hereby deleted and the following is substituted therefor: Item 5. Interest in Securities of the Issuer (a) - (b) As of December 16, 1999, OZ Master Fund is the record owner of 45,306 shares of Preferred Stock, Series C Warrants exercisable for 228,572 Shares (at $5.25 per Share), Series D Warrants exercisable for 342,858 Shares (at $6.56 per Share) and 3,784 Shares. The Preferred Stock is convertible into Common Stock by dividing (A) the sum of (x) the product obtained by multiplying (i) the number of shares of Preferred Stock to be converted by (ii) $100, and (y) all accrued and unpaid dividends, by (B) the "Conversion Price" then in effect. The Conversion Price for the Preferred Stock is the lower of $5.25 and 90% of the average 3 lowest closing bid prices for the 20 business days preceding the date of conversion. Because the Preferred Stock is convertible into Shares at the option of the Reporting Persons pursuant to the foregoing formulas, it is not possible to accurately calculate the number of Shares which would be owned by the Reporting Persons as such Preferred Stock is converted over time. However, if all shares of Preferred Stock were converted at the floating Conversion Price as calculated as of the reporting date, the 45,306 shares of Preferred Stock owned by OZ Master Fund would be convertible into 8,948,450 Shares, and such figure has been used in making this filing. (At the fixed Conversion Price of $5.25, the 45,306 Shares of Preferred Stock owned by OZ Master Fund as of the reporting date would be convertible into 862,971 Shares.) The Warrants are immediately exercisable for 571,430 Shares at the exercise prices set forth in the preceding paragraph. As a result of changes in the Conversion Price, the Reporting Persons' beneficial ownership of the Shares has increased even though the Reporting Persons have not made any purchases of Shares. On the basis of such calculations, OZ Master Fund, and indirectly through its advisory relationship, OZ Management, may each be considered beneficially to own 9,523,664 Shares, or 42.7% of the Company's outstanding Shares as of the reporting date. Such calculation is based on the Company's outstanding Shares, as derived from Amendment No. 1 to the Company's S-3 Registration Statement dated October 28, 1999, after giving effect to Shares issuable upon conversion of the Preferred Stock and 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 each other. In addition, Daniel S. Och, as managing member of OZ Management, may be deemed to beneficially and indirectly own the Shares that OZ Management may be deemed to indirectly and beneficially own. (c) Schedule I lists transactions in the Shares by the Reporting Persons since the date of the most recently filed Schedule 13D Amendment, including the name, date, amount of securities involved, and price per unit. All acquisitions of Shares were made by conversions of Preferred Stock directly with the Company, and all dispositions of Shares were executed through open market transactions. There were no other transactions in the Shares by the Reporting Persons since the date of the most recently filed Schedule 13D Amendment. (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. Schedule I Title of Transaction Securities Purchased (P)* Security Date or Sold(S) Number of (P) Price Shares (S) Per Share Common Stock 12/10/99 50,011 P 0.5719 Common Stock 12/10/99 69,400 S 0.6989 Common Stock 12/13/99 125,026 P 0.5719 Common Stock 12/13/99 89,500 S 0.6859 Common Stock 12/14/99 25,130 P 0.5531 Common Stock 12/14/99 60,500 S 0.5993 Common Stock 12/15/99 101,517 P 0.5438 Common Stock 12/15/99 99,700 S 0.5332 Common Stock 12/16/99 150,576 P 0.5120 Common Stock 12/16/99 50,173 P 0.5062 Common Stock 12/16/99 108,995 S 0.6434 Common Stock 12/16/99 90,000 S 0.7474 * For the purposes of this Schedule I, all Shares "purchased" represent Shares received upon the conversion of shares of Preferred Stock at the Conversion Price applicable on such date. CUSIP No. 223575-10-1 13D/A Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----