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As filed with the Securities and Exchange Commission on August 8, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
EPL TECHNOLOGIES, INC.
(Exact name of issuer as specified in its charter)
Colorado 84-0990658
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Four Falls Corporate Center, Suite 315
West Conshohocken, Pennsylvania 19428
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(Address of principal executive offices) Zip Code
EPL Technologies, Inc. 1994 Stock Incentive Plan
(Full title of the Plan)
Paul L. Devine
Chairman of the Board, President and
Chief Executive Officer
EPL Technologies, Inc.
200 Four Falls Corporate Center, Suite 315
West Conshohocken, Pennsylvania 19428
(Name and address of agent for service)
(610) 834-9600
(Telephone number, including area code, of agent for service)
Copies to:
Raymond D. Agran, Esquire
Ballard Spahr Andrews & Ingersoll
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
(215) 864-8524
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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Additional Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Additional
to Be Registered Be Registered Per Share(1) Offering Price Registration Fee
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Common Stock, $.001 par value 1,500,000(2)(3) $6.375 $9,562,500 $3,298
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(1) Calculated pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act of 1933, based upon the average of the high and low prices of the
Company's Common Stock on the Nasdaq SmallCap Market on August 5, 1995.
(2) This Registration Statement also relates to 1,500,000 shares of Common
Stock, $.001 per value, previously registered pursuant to a Registration
Statement on Form S-8 and filed with the Securities and Exchange Commission
(Registration No. 33-93392) with respect to the EPL Technologies, Inc. 1994
Stock Incentive Plan (the "Plan"). The current filing is being made to
reflect an increase of 1,500,000 shares in the number of shares issuable
under the Plan.
(3) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock dividends,
recapitalizations or certain other capital adjustments.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by EPL Technologies, Inc. (the "Registrant")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934 are incorporated into this registration statement by reference:
1. The Registrant's Annual Report on Form 10-K, for the year
ended December 31, 1995, as amended by Form 10-K/A.
2. The Registrant's Quarterly Report on Form 10-Q, for the period
ended March 31, 1996.
3. The Registrant's Current Reports on Form 8-K dated February
20, 1996, July 12, 1996 and July 19, 1996.
4. The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A dated April 30, 1996,
including all amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the Common Stock
offered hereby.
5. All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the
date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which 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 such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Article 109 of the Business Corporation Act of the State of
Colorado, as amended, the Company has the power to indemnify directors and
officers under prescribed circumstances and subject to certain limitations
against certain costs and expenses, including attorneys' fees actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which any of them is a
party by reason of his or her being a director or officer of the Company if it
is determined that he or she acted in accordance with the applicable standard
of conduct set forth in such statutory provisions.
Article V F. of the Company's Articles of Incorporation, as amended
and Article VI of the Company's Bylaws, as amended, provide that the Company
shall indemnify directors and officers of the Company against all expenses,
liability and loss incurred as a result of such person's being a party to, or
threatened to be made a party to, any proceeding (as defined, which includes
any threatened proceeding) by reason of the fact that he or she is or was a
director or officer of the Company or is otherwise the subject of any such
proceeding by reason of that person's relationship with the Company, to the
fullest extent authorized by the Business Corporation Act of the State of
Colorado, if the person conducted the activities in question in good faith,
reasonably believed that the conduct was in the Company's best interests or was
not opposed to the Company's best interests and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful.
Article VI of the Bylaws further permits the Company to maintain insurance, at
its expense, to protect itself and any such director or officer of the Company
against any such expenses, liability or loss, whether or not the Company would
have the power to indemnify such person against such expenses, liability or
loss under the Bylaws. The Company has directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
4.1 EPL Technologies, Inc. 1994 Stock Incentive Plan, as
amended
5 Opinion of Ballard Spahr Andrews & Ingersoll
24.1 Consent of Deloitte & Touche LLP
24.2 Consent of Schalleur & Co.
24.3 Consent of Ballard Spahr Andrews & Ingersoll
(contained in Exhibit 5)
25 Power of Attorney (contained on signature page in
Part II of the Registration Statement)
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;
(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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
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(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)(l)(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 by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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
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it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, 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 Borough of West Conshohocken, Commonwealth of
Pennsylvania, on August 6, 1996.
EPL TECHNOLOGIES, INC.
By: /s/ PAUL L. DEVINE
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Paul L. Devine, Chairman, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul L. Devine, Timothy B. Owen and
Shawn J. Collins and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ PAUL L. DEVINE Chairman of the Board; August 6, 1996
- --------------------- President and
Paul L. Devine Chief Executive Officer
(Principal Executive Officer)
/s/ WILLIAM J. HOPKE Director August 6,1996
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William J. Hopke
[signatures continue on next page]
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[signatures continued from prior page]
Signature Title Date
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/s/ ROBERT D. MATTEI Director August 6, 1996
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Robert D. Mattei
/s/ RAINER G. BICHLBAUER Director August 6, 1996
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Rainer G. Bichlbauer
/s/ TIMOTHY B. OWEN Principal Financial August 6, 1996
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Timothy B. Owen Officer
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EPL TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Page
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4.1 EPL Technologies, Inc.
1994 Stock Incentive Plan, as amended . . .
5 Opinion of Ballard Spahr
Andrews & Ingersoll . . . . . . . . . . . .
24.1 Consent of Deloitte & Touche LLP. . . . . .
24.2 Consent of Schalleur & Co . . . . . . . . .
24.3 Consent of Ballard Spahr Andrews &
Ingersoll (contained in Exhibit 5). . . . .
25 Power of Attorney (contained on
signature page in Part II of the
Registration Statement) . . . . . . . . . .