<PAGE> 1
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
- ------------------------------------ ---------------------------------
(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
- ---------------------------------------- -----------
(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
<TABLE>
<CAPTION>
====================================================================================================================================
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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<S> <C> <C> <C> <C>
Common Stock, $.001 par value 1,500,000(2)(3) $6.375 $9,562,500 $3,298
====================================================================================================================================
</TABLE>
(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
-----------------------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/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
- ---------------------
William J. Hopke
</TABLE>
[signatures continue on next page]
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[signatures continued from prior page]
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ ROBERT D. MATTEI Director August 6, 1996
- ------------------------
Robert D. Mattei
/s/ RAINER G. BICHLBAUER Director August 6, 1996
- ------------------------
Rainer G. Bichlbauer
/s/ TIMOTHY B. OWEN Principal Financial August 6, 1996
- ------------------------ and Accounting
Timothy B. Owen Officer
</TABLE>
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EPL TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Page
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<S> <C> <C>
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) . . . . . . . . . .
</TABLE>
<PAGE> 1
EXHIBIT 4.1
EPL TECHNOLOGIES, INC. 1994 STOCK INCENTIVE PLAN, AS AMENDED
<PAGE> 2
EPL TECHNOLOGIES, INC.
1994 STOCK INCENTIVE PLAN(AS AMENDED)
1. Purpose. EPL Technologies, Inc. (the "Company") hereby adopts
the EPL Technologies, Inc. 1994 Stock Incentive Plan (the "Plan"), as amended.
The Plan is intended to recognize the contributions made to the Company by all
employees (including employees who are members of the Board of Directors) of
the Company or any Affiliate (as defined below), and certain consultants or
advisors to the Company or an Affiliate, to provide such persons with
additional incentive to devote themselves to the future success of the Company
or an Affiliate, and to improve the ability of the Company or an Affiliate to
attract, retain, and motivate individuals upon whom the Company's sustained
growth and financial success depend, by providing such persons with an
opportunity to acquire or increase their proprietary interest in the Company
through receipt of rights to acquire the Company's Common Stock, par value
$0.001 per Share (the "Common Stock") and through the transfer or issuance of
Common Stock subject to conditions of forfeiture. In addition, the Plan is
intended as an additional incentive to certain directors of the Company who are
not employees of the Company or an Affiliate to serve on the Board of Directors
and to devote themselves to the future success of the Company by providing them
with an opportunity to acquire or increase their proprietary interest in the
Company through the receipt of rights to acquire Common Stock.
<PAGE> 3
2. Definitions. Unless the context clearly indicates otherwise,
the following terms shall have the following meanings:
(a) "Affiliate" means a corporation which is a parent corporation or
a subsidiary corporation with respect to the Company within the meaning of
Section 424(e) or (f) of the Code.
(b) "Award" shall mean a transfer of Common Stock subject to
conditions of forfeiture made pursuant to the terms of the Plan.
(c) "Award Agreement" shall mean the agreement between the
Company and a Grantee with respect to an Award made pursuant to the Plan.
(d) "Awardee" shall mean a person to whom an Award has been granted
pursuant to the Plan.
(e) "Board of Directors" means the Board of Directors of the
Company.
(f) "Change of Control" shall have the meaning as set forth in
Section 10 of the Plan.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" shall have the meaning set forth in Section 3 of
the Plan.
(i) "Company" means EPL Technologies, Inc., a Colorado
corporation.
(j) "Disability" shall have the meaning set forth in Section
22(e)(3) of the Code.
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(k) "Disinterested Director" shall mean a member of the
Board of Directors of the Company who is "disinterested" within the meaning of
Rule 16b-3.
(l) "Fair Market Value" shall have the meaning set forth
in Subsection 8(b) of the Plan.
(m) "Grantee" shall mean a person to whom an Option or an
Award has been granted pursuant to the Plan.
(n) "ISO" means an Option granted under the Plan which is
intended to qualify as an "incentive stock option" within the meaning of
Section 422(b) of the Code.
(o) "Non-qualified Stock Option" means an Option granted
under the Plan which is not intended to qualify, or otherwise does not qualify,
as an "incentive stock option" within the meaning of Section 422(b) of the
Code.
(p) "Option" means either an ISO or a Non-qualified Stock
Option granted under the Plan.
(q) "Optionee" means a person to whom an Option has been
granted under the Plan, which Option has not been exercised and has not expired
or terminated.
(r) "Option Document" means the document described in
Section 8 or Section 9 of the Plan, as applicable, which sets forth the terms
and conditions of each grant of Options.
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(s) "Option Price" means the price at which Shares may be
purchased upon exercise of an Option, as calculated pursuant to
Subsection 8(b) or Subsection 9(a) of the Plan.
(t) "Restricted Stock" means Common Stock subject to conditions of
forfeiture and transfer granted to any person pursuant to an Award under the
Plan.
(u) "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended.
(v) "Section 16 Officer" means any person who is an "officer"
within the meaning of Rule 16a-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, or any successor rule.
(w) "Shares" means the shares of Common Stock of the Company which
are the subject of Options or granted as Awards under the Plan.
3. Administration of the Plan. The Plan shall be administered by the
Board of Directors of the Company if all members of the Board of Directors are
Disinterested Directors; provided, however, that if all members of the Board of
Directors are Disinterested Directors, the Board of Directors may designate a
committee or committee(s) of the Board of Directors composed of two or more
directors to administer the Plan with respect to the Section 16 Officers,
directors, and/or key employees. If any of the members of the Board of
Directors are not Disinterested Directors, the Board of Directors shall (i)
designate a committee composed of two or more of directors, each of whom is a
Disinterested Director (the "Disinterested Director Committee"), to
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operate and administer the Plan in its stead, (ii) designate two committees to
operate and administer the Plan in its stead, a Disinterested Director
Committee to operate and administer the Plan with respect to the Company's
Section 16 Officers and the directors who are not members of the Disinterested
Director Committee, and another committee composed of two or more directors
(which may include directors who are not Disinterested Directors) to operate
and administer the Plan with respect to persons other than Section 16 Officers
or directors or (iii) designate a Disinterested Director Committee to operate
and administer the Plan with respect to the Company's Section 16 Officers and
directors (other than those directors serving on the Disinterested Director
Committee) and itself operate and administer the Plan with respect to persons
other than Section 16 Officers or directors. Any of such committees designated
by the Board of Directors, and the Board of Directors itself in its
administrative capacity with respect to the Plan, is referred to as the
"Committee." With the exception of the timing of grants of Options, the price
at which Shares may be purchased, and the number of Shares covered by Options
granted to each member of the Disinterested Director Committee, all of which
shall be as specifically set forth in Section 9, the other provisions set forth
herein, as it pertains to members of the Disinterested Director Committee,
shall be administered by the Board of Directors.
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(a) Meetings. The Committee shall hold meetings at such times and places
as it may determine, shall keep minutes of its meetings, and shall adopt, amend
and revoke such rules or procedures as it may deem proper; provided, however,
that it may take action only upon the agreement of a majority of the whole
Committee. Any action which the Committee shall take through a written
instrument signed by a majority of its members shall be as effective as though
it had been taken at a meeting duly called and held. The Committee shall report
all actions taken by it to the Board of Directors.
(b) Grants and Awards. Except with respect to Options granted to members
of the Disinterested Director Committee pursuant to Section 9, the Committee
shall from time to time at its discretion direct the Company to grant Options or
Awards pursuant to the terms of the Plan. The Committee shall have plenary
authority to (i) determine the persons to whom, the times at which, and the
price at which Options shall be granted, (ii) determine the type of Option to be
granted and the number of Shares subject thereto, (iii) determine the persons to
whom, and the times at which, Awards of Restricted Stock shall be granted, the
number of Shares awarded, and the purchase price per Share, if any, and (iv)
approve the form and terms and conditions of the Option Documents and Award
Agreements; all subject, however, to the express provisions of the Plan.
Notwithstanding the foregoing, no person may be granted Options to acquire more
than two hundred thousand (200,000) Shares in any calendar year. In making such
determinations,
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the Committee may take into account the nature of the Grantee's services and
responsibilities, the Grantee's present and potential contribution to the
Company's success and such other factors as it may deem relevant.
Notwithstanding the foregoing, grants of Options to members of the
Disinterested Director Committee shall be made exclusively in accordance with
Section 9. The interpretation and construction by the Committee of any
provisions of the Plan or of any Option or Award granted under it shall be
final, binding and conclusive.
(c) Exculpation. No member of the Board of Directors shall be personally
liable for monetary damages for any action taken or any failure to take any
action in connection with the administration of the Plan or the granting of
Options or Awards under the Plan, provided that this Subsection 3(c) shall not
apply to (i) any breach of such member's duty of loyalty to the Company or, an
Affiliate, or the Company's stockholders, (ii) acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of law, (iii)
acts or omissions that would result in liability under applicable law, and (iv)
any transaction from which the member derived an improper personal benefit.
(d) Indemnification. Service on the Committee shall constitute service as
a member of the Board of Directors of the Company. Each member of the Committee
shall be entitled, without further action on his part, to indemnity from the
Company and
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limitation of liability to the fullest extent provided by applicable law and by
the Company's Certificate of Incorporation and/or By-laws in connection with or
arising out of any action, suit or proceeding with respect to the
administration of the Plan or the granting of Options and Awards thereunder in
which he or she may be involved by reason of his or her being or having been a
member of the Committee, whether or not he or she continues to be such member
of the Committee at the time of the action, suit or proceeding.
4. Options and Awards under the Plan. Options under the Plan may
be in the form of a Non-qualified Stock Option, an ISO, or a combination
thereof, at the discretion of the Committee. Awards under the Plan shall be in
the form of Restricted Stock.
5. Eligibility. All employees, certain consultants or advisors,
and members of the Board of Directors shall be eligible to receive Options and
Awards hereunder. However, members of the Disinterested Director Committee may
receive Options only pursuant to Section 9 and are not eligible to receive
Awards.
6. Shares Subject to Plan. The aggregate maximum number of
Shares for which Awards or Options may be granted pursuant to the Plan is three
million (3,000,000), subject to adjustment as provided in Section 11 of the
Plan. The Shares shall be issued from authorized and unissued Common Stock or
Common Stock held in or hereafter acquired for the treasury of the Company. If
an Option terminates or expires without having been fully exercised for any
reason, or if Shares
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granted pursuant to an Award have been conveyed back to the Company pursuant to
the terms of an Award Agreement, the Shares for which the Option was not
exercised or the Shares that were conveyed back to the Company may again be the
subject of one or more Options or Awards granted pursuant to the Plan.
7. Term of the Plan. The Plan is effective as of May 5, 1994 ,
the date on which it was adopted by the Board of Directors, subject to the
approval of the Plan on or before May 4, 1995 by a majority of the votes cast
at a duly called meeting of the shareholders at which a quorum representing a
majority of all outstanding voting stock of the Company is, either in person or
by proxy, present and voting, by the unanimous consent in writing of the
shareholders or by a method and in a degree that would be treated as adequate
under applicable state law in the case of an action requiring shareholder
approval. No Option or Award may be granted under the Plan after May 4, 1999.
If the Plan is not so approved on or before May 4, 1995, all Options and Awards
granted under the Plan shall be null and void.
8. Option Documents and Terms. Each Option granted under the
Plan shall be a Non-qualified Stock Option unless the Option shall be
specifically designated at the time of grant to be an ISO for federal income
tax purposes. To the extent any Option designated an ISO is determined for any
reason not to qualify as an incentive stock option within the meaning of
Section 422 of the Code, such Option shall be
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treated as a Non-qualified Stock Option for all purposes under the provisions
of the Plan. Options granted pursuant to the Plan shall be evidenced by the
Option Documents in such form as the Committee shall from time to time approve,
which Option Documents shall comply with and be subject to the following terms
and conditions and such other terms and conditions as the Committee shall from
time to time require which are not inconsistent with the terms of the Plan.
However, the provisions of this Section 8 shall not be applicable to Options
granted to members of the Disinterested Director Committee, except as otherwise
provided in Subsection 9(c).
(a) Number of Option Shares. Each Option Document shall
state the number of Shares to which it pertains. An Optionee may receive more
than one Option, which may include Options which are intended to be ISO's and
Options which are not intended to be ISO's, but only on the terms and subject
to the conditions and restrictions of the Plan.
(b) Option Price. Each Option Document shall state the
Option Price which, for a Non-qualified Stock Option, may be less than, equal
to, or greater than the Fair Market Value of the Shares on the date the Option
is granted and, for an ISO, shall be at least 100% of the Fair Market Value of
the Shares on the date the Option is granted as determined by the Committee in
accordance with this Subsection 8(b); provided, however, that if an ISO is
granted to an Optionee who then owns, directly or by attribution under Section
424(d) of the Code,
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<PAGE> 12
shares possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or an Affiliate, then the Option Price
shall be at least 110% of the Fair Market Value of the Shares on the date the
Option is granted. If the Common Stock is traded in a public market, then the
Fair Market Value per share shall be, if the Common Stock is listed on a
national securities exchange or included in the NASDAQ National Market System,
the last reported sale price thereof on the relevant date, or, if the Common
Stock is not so listed or included, the mean between the last reported "bid"
and "asked" prices thereof on the relevant date, as reported on NASDAQ or, if
not so reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable and as the
Committee determines.
(c) Exercise. No Option shall be deemed to have been
exercised prior to the receipt by the Company of written notice of such
exercise and of payment in full of the Option Price for the Shares to be
purchased. Each such notice shall specify the number of Shares to be purchased
and shall (unless the Shares are covered by a then current registration
statement or a Notification under Regulation A under the Securities Act of
1933, as amended (the "Act")), contain the Optionee's acknowledgment in form
and substance satisfactory to the Company that (a) such Shares are being
purchased for investment and not for distribution or resale (other than a
distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without
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violating the registration provisions of the Act), (b) the Optionee has been
advised and understands that (i) the Shares have not been registered under the
Act and are "restricted securities" within the meaning of Rule 144 under the
Act and are subject to restrictions on transfer and (ii) the Company is under
no obligation to register the Shares under the Act or to take any action which
would make available to the Optionee any exemption from such registration, (c)
such Shares may not be transferred without compliance with all applicable
federal and state securities laws, and (d) an appropriate legend referring to
the foregoing restrictions on transfer and any other restrictions imposed under
the Option Documents may be endorsed on the certificates. Notwithstanding the
foregoing, if the Company determines that issuance of Shares should be delayed
pending (A) registration under federal or state securities laws, (B) the
receipt of an opinion of counsel satisfactory to the Company that an
appropriate exemption from such registration is available, (C) the listing or
inclusion of the Shares on any securities exchange or an automated quotation
system or (D) the consent or approval of any governmental regulatory body whose
consent or approval is necessary in connection with the issuance of such
Shares, the Company may defer exercise of any Option granted hereunder until
any of the events described in this sentence has occurred.
(d) Medium of Payment. An Optionee shall pay for Shares (i) in cash,
(ii) by certified or cashier's check payable to the order of the Company, or
(iii) by such other mode of payment as the Committee
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<PAGE> 14
may approve, including payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board. Furthermore, the
Committee may provide in an Option Document that payment may be made in whole
or in part in shares of the Company's Common Stock held by the Optionee. If
payment is made in whole or in part in shares of the Company's Common Stock,
then the Optionee shall deliver to the Company certificates registered in the
name of such Optionee representing the shares owned by such Optionee, free of
all liens, claims and encumbrances of every kind and having an aggregate Fair
Market Value on the date of delivery that is at least as great as the Option
Price of the Shares (or relevant portion thereof) with respect to which such
Option is to be exercised by the payment in shares of Common Stock, endorsed in
blank or accompanied by stock powers duly endorsed in blank by the Optionee.
In the event that certificates for shares of the Company's Common Stock
delivered to the Company represent a number of shares of Common Stock in excess
of the number of shares of Common Stock required to make payment for the Option
Price of the Shares (or relevant portion thereof) with respect to which such
Option is to be exercised by payment in shares of Common Stock, the stock
certificate issued to the Optionee shall represent (i) the Shares in respect of
which payment is made, and (ii) such excess number of shares of Common Stock.
Notwithstanding the foregoing, the Committee may impose from time to time such
limitations and
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<PAGE> 15
prohibitions on the use of shares of the Common Stock to exercise an Option as
it deems appropriate.
(e) Termination of Options.
(i) No Option shall be exercisable after the first to
occur of the following:
(A) Expiration of the Option term specified
in the Option Document, which, in the case of an ISO, shall not occur after (1)
five years from the date of grant, or (2) five years from the date of grant of
an ISO if the Optionee on the date of grant owns, directly or by attribution
under Section 424(d) of the Code, shares possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or of
an Affiliate;
(B) Except to the extent otherwise provided
in an Optionee's Option Document, a finding by the Committee, after full
consideration of the facts presented on behalf of both the Company and the
Optionee, that the Optionee has breached his or her employment or service
contract with the Company or an Affiliate, or has been engaged in disloyalty to
the Company or an Affiliate, including, without limitation, fraud,
embezzlement, theft, commission of a felony or proven dishonesty in the course
of his or her employment or service, or has disclosed trade secrets or
confidential information of the Company or an Affiliate. In such event, in
addition to immediate termination of the Option, the Optionee shall
automatically forfeit all Shares for which the Company has not yet delivered
the share certificates upon
- 14 -
<PAGE> 16
refund by the Company of the Option Price. Notwithstanding anything herein to
the contrary, the Company may withhold delivery of share certificates pending
the resolution of any inquiry that could lead to a finding resulting in a
forfeiture;
(C) The date, if any, set by the Board of Directors as an accelerated
expiration date in the event of the liquidation or dissolution of the Company;
or
(D) The occurrence of such other event or events as may be set forth
in the Option Document as causing an accelerated expiration of the Option.
(E) The date, if any, set by the Committee as an accelerated
expiration date in the event of a change in the required financial accounting
treatment for stock options from that in effect on May 5, 1994 that adversely
affects or may adversely affect the Company in the foreseeable future.
(ii) Notwithstanding the foregoing, the Committee may extend the period
during which all or any portion of an Option may be exercised to a date no later
than the Option term specified in the Option Document pursuant to Subsection
8(e)(i)(A), provided that any change pursuant to this Subsection 8(e)(ii) which
would cause an ISO to become a Non-qualified Stock Option may be made only with
the consent of the Optionee.
- 15 -
<PAGE> 17
(iii) Notwithstanding anything to the contrary contained in
the Plan or an Option Document, an ISO shall be treated as a Non-qualified Stock
Option to the extent such ISO is exercised at any time after the expiration of
the time period permitted under the Code for the exercise of an ISO.
(f) Transfers. No Option granted under the Plan may be
transferred, except by will or by the laws of descent and distribution. During
the lifetime of the person to whom an Option is granted, such Option may be
exercised only by such person. Notwithstanding the foregoing, a Non-qualified
Stock Option may be transferred pursuant to the terms of a "qualified domestic
relations order," within the meaning of Sections 401(a)(13) and 414(p) of the
Code or within the meaning of Title I of the Employee Retirement Income Security
Act of 1974, as amended.
(g) Limitation on ISO Grants. To the extent that the aggregate
fair market value of stock with respect to which ISOs issued under the Plan and
incentive stock options issued under any other incentive stock option plan of
the Company or its Affiliates are exercisable for the first time by any
individual during any calendar year exceeds $100,000, such ISOs shall be treated
as Non-qualified Stock Options issued under the Plan. For purposes of this
subsection 8(i), the fair market value of stock shall be determined as of the
date of grant of the ISO or other incentive stock option.
- 16 -
<PAGE> 18
(h) Other Provisions. Subject to the provisions of the Plan, the
Option Documents shall contain such other provisions including, without
limitation, provisions authorizing the Committee to accelerate the
exercisability of all or any portion of an Option granted pursuant to the Plan,
additional restrictions upon the exercise of the Option or additional
limitations upon the term of the Option, as the Committee shall deem advisable.
(i) Amendment. Subject to the provisions of the Plan, the
Committee shall have the right to amend Option Documents issued to an Optionee,
subject to the Optionee's consent if such amendment is not favorable to the
Optionee, except that the consent of the Optionee shall not be required for any
amendment made pursuant to Subsection 8(e)(i)(E) or Section 10 of the Plan, as
applicable.
9. Special Provisions Relating to Grants of Options to members of the
Disinterested Director Committee. Options granted pursuant to the Plan to
members of the Disinterested Director Committee and other non-employee/executive
directors shall be granted, without any further action by the Committee, in
accordance with the terms and conditions set forth in this Section 9. Options
granted pursuant to this Section 9 shall be evidenced by Option Documents in
such form as the Committee shall from time to time approve, which Option
Documents shall comply with and be subject to the following terms and conditions
and such other terms and conditions as the Committee shall from time to time
require which are not inconsistent with the terms of the Plan.
- 17 -
<PAGE> 19
(a) Timing of Grants; Number of Shares Subject to
Options; Exercisability of Options; Option Price. Each member of the
Disinterested Director Committee shall be granted annually, commencing on May
4, 1995 and on each May 4th thereafter ("Grant Date"), an Option to purchase
fifteen thousand (15,000) Shares. The initial Option grant under this Section
9 to each person who becomes a member of the Disinterested Director Committee
after May 4, 1995, shall be for the purchase of a number of Shares equal to
fifteen thousand (15,000) times the "Allocation Fraction" (which cannot exceed
one). The numerator of the Allocation Fraction shall be equal to the number of
months (a partial month of service shall equal a full month of service) in the
period which commences on the date a person's service as a member of the
Disinterested Director Committee commenced and ends on the immediately
following Grant Date, and the denominator shall be twelve (12). Each such
Option shall be a Non-qualified Stock Option, immediately exercisable on the
date of grant, over a period of five (5) years. The Option Price shall be
equal to the Fair Market Value of the Shares on the date the Option is granted.
(b) Termination of Options Granted Pursuant to Section 9.
All Options granted pursuant to this Section 9 shall be exercisable until the
first to occur of the following:
(i) Expiration of five (5) years from the
date of grant;
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<PAGE> 20
(ii) Expiration of five (5) years from the date the
Optionee's service as a director terminates for any reason other than Disability
or death;
(iii) Expiration of five (5) years from the date the Optionee's
service as a director terminates due to the Optionee's Disability or death; or
(iv) The date of a Change of Control.
(c) Applicability of Provisions of Section 8 to Options Granted
Pursuant to Section 9. The following provisions of Section 8 shall be
applicable to Options granted pursuant to this Section 9: Subsection
8(a)(provided that all Options granted pursuant to this Section 9 shall be
Non-qualified Stock Options); the last sentence of Subsection 8(b); Subsection
8(c); Subsection 8(d) (provided that Option Documents relating to Options
granted pursuant to this Section 9 shall provide that payment may be made in
whole or in part in shares of Company Common Stock); Subsection 8(f); and
Subsection 8(h).
10. Change of Control. In the event of a Change of Control, the
Committee may take whatever action it deems necessary or desirable with respect
to the Options and Awards outstanding (other than Options granted pursuant to
Section 9), including, without limitation, accelerating the expiration or
termination date in the respective Option Documents to a date no earlier than
thirty (30) days after notice of such acceleration is given to the Optionees. In
addition to the foregoing, in the event of a Change of Control, Options granted
- 19 -
<PAGE> 21
pursuant to the Plan and held by Optionees who are employees or members of the
Board of Directors at the time of a Change of Control shall become immediately
exercisable in full and the restrictions applicable to Restricted Stock awarded
to Awardees who are employees or members of the Board of Directors at the time
of a Change of Control shall immediately lapse and the Restricted Stock held by
the Company shall be delivered to the Grantees. Any amendment to this Section
10 which diminishes the rights of Optionees, other than the acceleration of the
expiration or termination date to a date no earlier than thirty (30) days after
notice of such acceleration, shall not be effective with respect to Options
outstanding at the time of adoption of such amendment, whether or not such
outstanding Options are then exercisable.
A "Change of Control" shall be deemed to have occurred upon the earliest
to occur of the following events: (i) the date the shareholders
of the Company (or the Board of Directors, if shareholder action is not
required) approve a plan or other arrangement pursuant to which the Company
will be dissolved or liquidated, or (ii) the date the shareholders of the
Company (or the Board of Directors, if shareholder action is not required)
approve a definitive agreement to sell or otherwise dispose of substantially
all of the assets of the Company, or (iii) the date the shareholders of the
Company (or the Board of Directors, if shareholder action is not required) and
the shareholders of the other constituent corporation (or its board of
directors if
- 20 -
<PAGE> 22
shareholder action is not required) have approved a definitive agreement to
merge or consolidate the Company with or into such other corporation, other
than, in either case, a merger or consolidation of the Company in which holders
of shares of the Company's Common Stock immediately prior to the merger or
consolidation will have at least a majority of the ownership of common stock of
the surviving corporation (and, if one class of common stock is not the only
class of voting securities entitled to vote on the election of directors of the
surviving corporation, a majority of the voting power of the surviving
corporation's voting securities) immediately after the merger or consolidation,
which common stock (and, if applicable, voting securities) is to be held in the
same proportion as such holders' ownership of Common Stock of the Company
immediately before the merger or consolidation, or (iv) the date any entity,
person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Securities Exchange Act of 1934, as amended, other than the Company or any
of its subsidiaries or any employee benefit plan (or related trust) sponsored
or maintained by the Company or any of its subsidiaries shall have become the
beneficial owner of, or shall have obtained voting control over, more than
twenty percent (20%) of the outstanding Shares of the Company's Common Stock,
or (v) the first day after the date this Plan is effective when directors are
elected such that a majority of the members of the Board of Directors shall
have been members of the Board of Directors for less than one (1) year, unless
the nomination for
- 21 -
<PAGE> 23
election of each new director who was not a director at the beginning of such
one (1) year period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period.
11. Adjustments on Changes in Capitalization.
(a) In the event that the outstanding Shares are changed by reason of
a reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination or exchange of shares and the like (not including
the issuance of Common Stock on the conversion of other securities of the
Company which are outstanding on the date of grant and which are convertible
into Common Stock) or dividends payable in Shares, an equitable adjustment shall
be made by the Committee in the aggregate number of shares available under the
Plan and in the number of Shares and price per Share subject to outstanding
Options. Unless the Committee makes other provisions for the equitable
settlement of outstanding options, if the Company shall be reorganized,
consolidated, or merged with another corporation, or if all or substantially all
of the assets of the Company shall be sold or exchanged, an Optionee shall at
the time of issuance of the stock under such corporate event be entitled to
receive upon the exercise of his or her Option the same number and kind of
shares of stock or the same amount of property, cash or securities as he or she
would have been entitled to receive upon the occurrence of any such corporate
event as
- 22 -
<PAGE> 24
if he or she had been, immediately prior to such event, the holder of the
number of shares covered by his or her Option.
(b) Any adjustment under this Section 11 in the number of Shares
subject to Options shall apply proportionately to only the unexercised portion
of any Option granted hereunder. If fractions of a Share would result from any
such adjustment, the adjustment shall be revised to the next lower whole number
of Shares.
(c) The Committee shall have authority to determine the adjustments
to be made under this Section, and any such determination by the Committee shall
be final, binding and conclusive.
12. Terms and Conditions of Awards. Awards granted pursuant to the Plan
shall be evidenced by written Award Agreements in such form as the Committee
shall from time to time approve, which Award Agreements shall comply with and be
subject to the following terms and conditions and such other terms and
conditions which the Committee shall from time to time require which are not
inconsistent with the terms of the Plan. The Committee may, in its sole
discretion, shorten or waive any term or condition with respect to all or any
portion of any Award. Notwithstanding the foregoing, all restrictions shall
lapse or terminate with respect to Restricted Stock upon the death or Disability
of the Awardee.
(a) Number of Shares. Each Award Agreement shall state the number of
shares of Common Stock to which it pertains.
- 23 -
<PAGE> 25
(b) Purchase Price. Each Award Agreement shall specify the purchase
price, if any, which applies to the Award. If the Board specifies a purchase
price, the Awardee shall be required to make payment on or before the date
specified in the Award Agreement. An Awardee shall pay for such Shares (i) in
cash, (ii) by certified check payable to the order of the Company, or (iii) by
such other mode of payment as the Committee may approve.
(c) In the case of an Award which provides for a transfer of Shares
without any payment by the Grantee, the transfer shall take place on the date
specified in the Award Agreement. In the case of an Award which provides for a
payment, the transfer shall take place on the date the initial payment is
delivered to the Company, unless the Committee or the Award Agreement otherwise
specifies. Stock certificates evidencing Shares transferred pursuant to an
Award shall be issued in the sole name of the Grantee. Notwithstanding the
foregoing, as a precondition to a transfer, the Company may require an
acknowledgment by the Grantee as required with respect to Options under Section
8.
(d) Forfeiture Conditions. The Committee may specify in an Award
Agreement any conditions under which the Grantee of that Award shall be required
to convey to the Company the Shares covered by the Award. Upon the occurrence
of any such specified condition, the Grantee shall forthwith surrender and
deliver to the Company the certificates evidencing such Shares as well as
completely executed
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<PAGE> 26
instruments of conveyance. The Committee, in its discretion, may provide that
certificates for Shares transferred pursuant to an Award be held in escrow by
the Company's Treasurer, together with an undated stock power executed by the
Awardee Company or an appropriate officer of the Company until such time as
each and every forfeiture condition has lapsed and that the Grantee be
required, as a condition of the transfer, to deliver to such escrow agent stock
powers covering the transferred Shares duly endorsed by the Grantee. Stock
certificates evidencing Shares subject to forfeiture shall bear a legend to the
effect that the Common Stock evidenced thereby is subject to repurchase or
conveyance to the Company in accordance with an Award made under the Plan and
that the Shares may not be sold or otherwise transferred.
(e) Lapse of Conditions. Upon termination or lapse of each and
every forfeiture condition, the Company shall cause certificates without the
legend referring to the Company's repurchase right (but with any other legends
that may be appropriate) evidencing the Shares covered by the Award to be issued
to the Grantee upon the Grantee's surrender of the legended certificates held by
him to the Company.
(f) Rights as Shareholder. Upon payment of the purchase price, if
any, for Shares covered by an Award and compliance with the acknowledgment
requirement of subsection 13(c), the Grantee shall have all of the rights of a
shareholder with respect to the Shares covered thereby, including the right to
vote the Shares and receive all dividends and other distributions paid or made
with respect thereto,
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<PAGE> 27
except to the extent otherwise provided by the Committee or in the Award
Agreement.
(g) Lapse of Restrictions. Upon the expiration or termination of the
Restricted Period and the satisfaction of any other conditions prescribed by the
Committee time as provided for in the Plan, the restrictions applicable to the
Restricted Stock shall lapse and a stock certificate for the number of shares of
Common Stock with respect to which the restrictions have lapsed shall be
delivered, free of all such restrictions, except any that may be imposed by law
or pursuant to any shareholders agreement then in effect, to the Awardee or the
beneficiary or estate, as the case may be. The Company shall not be required to
deliver any fractional share of Common Stock but will pay, in lieu thereof, the
fair market value (determined as of the date the restrictions lapse) of such
fractional share to the Awardee or the Awardee's beneficiary or estate, as the
case may be. The Award may provide for the lapse of restrictions on transfer
and forfeiture conditions in installments.
(h) Section 83(b) Elections. An Awardee who files an election with the
Internal Revenue Service to include the fair market value of any Restricted
Stock in gross income while they are still subject to restrictions shall
promptly furnish the Company with a copy of such election together with the
amount of any federal, state, local or other taxes required to be withheld to
enable the Company to claim an income tax deduction with respect to such
election.
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<PAGE> 28
(i) Upon a finding by the Committee, after full consideration of the
facts presented on behalf of both the Company and the Awardee, that the Awardee
has breached his or her employment or service contract with the Company or an
Affiliate, or has been engaged in disloyalty to the Company or an Affiliate,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty in the course of his or her employment or service,
or has disclosed trade secrets or confidential information of the Company or an
Affiliate, Awardee shall automatically forfeit all Restricted Stock for which
(1) the Company has not yet delivered the Share certificates to the Awardee;
(ii) the Restricted Period has not expired or (iii) any restrictions applicable
to the Restricted Stock have not lapsed. Notwithstanding anything herein to the
contrary, the Company may withhold delivery of Restricted Stock certificates
pending the resolution of any inquiry that could lead to a finding resulting in
a forfeiture.
(j) Amendment. Subject to the provisions of the Plan, the Committee
shall have the right to amend Awards issued to an Awardee, subject to the
Awardee's consent if such amendment is not favorable to the Awardee, except that
the consent of the Awardee shall not be required for any amendment made pursuant
to Section 10 of the Plan.
13. Amendment of the Plan. The Board of Directors of the Company may
amend the Plan from time to time in such manner as it may deem advisable.
Nevertheless, the Board of Directors of the Company may not
- 27 -
<PAGE> 29
change the class of individuals eligible to receive an ISO or increase the
maximum number of shares as to which Options may be granted without obtaining
approval, within twelve months before or after such action, by vote of a
majority of the votes cast at a duly called meeting of the shareholders at
which a quorum representing a majority of all outstanding voting stock of the
Company is, either in person or by proxy, present and voting on the matter, by
the unanimous consent in writing of the shareholders, or by a method and in a
degree that would be treated as adequate under applicable state law in the case
of an action requiring shareholder approval. In addition, the provisions of
Section 9 that determine (i) which directors shall be granted Options pursuant
to Section 9; (ii) the amount of Shares subject to Options granted pursuant to
Section 9; (iii) the price at which shares subject to Options granted pursuant
to Section 9 may be purchased and (iv) the timing of grants of Options pursuant
to Section 9 shall not be amended more than once every six months, other than
to comport with changes in the Code or the Employee Retirement Income Security
Act of 1974, as amended. No amendment to the Plan shall adversely affect any
outstanding Option or Award, however, without the consent of the Grantee.
14. No Commitment to Retain. The grant of an Option or Award pursuant to
the Plan shall not be construed to imply or to constitute evidence of any
agreement, express or implied, on the part of the Company or any Affiliate to
retain the Grantee in the employ of the
- 28 -
<PAGE> 30
Company or an Affiliate and/or as a member of the Company's Board of Directors
or in any other capacity.
15. Withholding of Taxes. Whenever the Company proposes or is required
to deliver or transfer Shares in connection with the exercise of an Option or
Award, the Company shall have the right to (a) require the recipient to remit or
otherwise make available to the Company an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the delivery
or transfer of any certificate or certificates for such Shares or (b) take
whatever other action it deems necessary to protect its interests with respect
to tax liabilities. The Company's obligation to make any delivery or transfer
of Shares shall be conditioned on the Grantee's compliance, to the Company's
satisfaction, with any withholding requirement.
16. Interpretation. The Plan is intended to enable transactions under
the Plan with respect to directors and officers (within the meaning of Section
16(a) under the Securities Exchange Act of 1934, as amended) to satisfy the
conditions of Rule 16b-3; to the extent that any provision of the Plan would
cause a conflict with such conditions or would cause the administration of the
Plan as provided in Section 3 to fail to satisfy the conditions of Rule 16b-3,
such provision shall be deemed null and void to the extent permitted by
applicable law. This section shall not be applicable if no class of the
Company's equity securities is then registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
- 29 -
<PAGE> 1
EXHIBIT 5
OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL
<PAGE> 2
[Letterhead of Ballard Spahr Andrews & Ingersoll]
August 8, 1996
EPL Technologies, Inc.
200 Four Falls Corporate Center - Suite 315
West Conshohocken, PA 19428
Re: Shares of Common Stock of EPL Technologies, Inc.
Issued Pursuant to the EPL Technologies, Inc. 1994
Stock Incentive Plan, as amended
Ladies and Gentlemen:
We have acted as counsel to EPL Technologies, Inc. (the "Company") in
connection with the amendment to the Company's 1994 Stock Incentive Plan (the
"Plan") and the registration and issuance of up to an additional 1,500,000
shares of the Company's common stock, par value $0.001 per share (the "Shares")
issuable under the Plan pursuant to the terms thereof, increasing the total
number of shares issuable under the Plan from 1,500,000 to 3,000,000.
In rendering our opinion, we have assumed that a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to the Shares will have been filed by the Company with the
Securities and Exchange Commission and will have become effective before any of
the Shares are issued, and that persons acquiring the Shares will do so strictly
in accordance with the terms of the Plan and will receive a prospectus
containing all of the information required by Part I of Form S-8 before
acquiring such Shares. We have also reviewed such certificates, documents,
corporate records and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the additional
1,500,000 Shares covered by the Plan, when issued by the Company to the
purchasers of the Shares in accordance with the terms and conditions of the
Plan, will be legally issued, fully paid and non-assessable.
<PAGE> 3
EPL Technologies, Inc.
August 1, 1996
Page 2
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE> 1
EXHIBIT 24.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
EPL Technologies, Inc. on Form S-8 of our report dated April 2, 1996 appearing
in the Annual Report on Form 10-K/A of EPL Technologies, Inc. for the year
ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Philadelphia, PA
August 6, 1996
<PAGE> 1
EXHIBIT 24.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of EPL Technologies, Inc. on Form S-8 of our report dated March 21,
1994 appearing in the Annual Report on Form 10-K of EPL Technologies, Inc. for
the year ended December 31, 1995, and to the reference to us under the heading
"Experts" in this Prospectus which is part of this Registration Statement.
/s/ SCHALLEUR & COMPANY
Schalleur & Company
Blue Bell, PA
August 6, 1996
