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As filed with the Securities and Exchange Commission on December 11, 1997
Registration No. 333-
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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.
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(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)
2 International Plaza, Suite 245
Philadelphia, Pennsylvania 19113-1507
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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.
2 International Plaza, Suite 245
Philadelphia, PA 19113-1507
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(Name and address of agent for service)
(610) 521-4400
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(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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Proposed Proposed
Additional maximum maximum Amount of
Amount offering aggregate Additional
Title of securities to be price per offering Registration
to be registered registered share (1) price Fee
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Common Stock, $.001 1,500,000(2) $6.16 $9,240,000.00 $2,725.80
par value
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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
December 8, 1997.
(2) This Registration Statement also relates to 1,500,000 shares of Common
Stock, $.001 per value (the "Shares"), previously registered pursuant
to a Registration Statement on Form S-8 and filed with the Securities
and Exchange Commission ("SEC")(Registration No. 33-93392) with
respect to the EPL Technologies, Inc. 1994 Stock Incentive Plan (the
"Plan") and to an additional 1,500,000 Shares previously registered
pursuant to a Registration Statement on Form S-8 filed with the SEC
(Registration No. 333-09795) with respect to a past amendment to the
Plan. The current filing is being made to reflect an increase of an
additional 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, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q, for the
period ended March 31, 1997, June 30, 1997 and September 30, 1997.
3. The Registrant's Current Reports on Form 8-K dated September
25, 1997, October 2, 1997 and October 24, 1997.
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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Under Article 109 of the Colorado Business Corporation Act, as
amended (the "CBCA"), 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 Amended and Restated 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 CBCA, 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, as amended,
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, as amended. 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 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;
(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
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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 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 Tinicum Township, Commonwealth of Pennsylvania, on December
8, 1997.
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 and Timothy B. Owen 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; December 8, 1997
- ------------------ President and
Paul L. Devine Chief Executive Officer
(Principal Executive Officer)
[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 December 8, 1997
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Robert D. Mattei
/s/ Ronald W. Cantwell Director December 8, 1997
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Ronald W. Cantwell
/s/ Timothy B. Owen Secretary and December 8, 1997
- -------------------- Treasurer
Timothy B. Owen (Principal Financial
and Accounting
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 Ballard Spahr Andrews &
Ingersoll (contained in Exhibit 5). . . .
25 Power of Attorney (contained on
signature page in Part II of the
Registration Statement) . . . . . . . . .