<PAGE> 1
As filed with the Securities and Exchange Commission on December 11, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
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)
2 International Plaza, Suite 245
Philadelphia, Pennsylvania 19113-1507
- ------------------------------------- -----------
(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
---------------------------------------
(Name and address of agent for service)
(610) 521-4400
-------------------------------------------------------------
(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
<PAGE> 2
CALCULATION OF ADDITIONAL REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
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
- ------------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.001 1,500,000(2) $6.16 $9,240,000.00 $2,725.80
par value
</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
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.
<PAGE> 3
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.
II-1
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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.
II-2
<PAGE> 5
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
II-3
<PAGE> 6
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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<PAGE> 7
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
---------------------------------------
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
--------- ----- ----
/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]
II-5
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[signatures continued from prior page
Signature Title Date
--------- ----- ----
/s/ Robert D. Mattei Director December 8, 1997
- --------------------
Robert D. Mattei
/s/ Ronald W. Cantwell Director December 8, 1997
- ----------------------
Ronald W. Cantwell
/s/ Timothy B. Owen Secretary and December 8, 1997
- -------------------- Treasurer
Timothy B. Owen (Principal Financial
and Accounting
Officer)
II-6
<PAGE> 9
EPL TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <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 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.
(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.
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(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 operate and
administer the Plan in its stead, (ii) designate two committees to operate and
administer the Plan in its stead, a
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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.
(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
5
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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, 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
6
<PAGE> 8
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 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
7
<PAGE> 9
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 four
million, five hundred thousand (4,500,000), 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 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
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<PAGE> 10
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 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
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<PAGE> 11
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, 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
10
<PAGE> 12
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 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
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<PAGE> 13
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 may approve,
including payment through a broker in accordance with procedures permitted by
Regulation T of the Federal Reserve Board. Furthermore, the Committee may
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<PAGE> 14
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 prohibitions on the use of shares of the Common Stock to
exercise an Option as it deems appropriate.
(e) Termination of Options.
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<PAGE> 15
(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 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
14
<PAGE> 16
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.
(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.
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<PAGE> 17
(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.
(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
16
<PAGE> 18
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.
(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
17
<PAGE> 19
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;
(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;
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<PAGE> 20
(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 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
19
<PAGE> 21
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 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
20
<PAGE> 22
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 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.
21
<PAGE> 23
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 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
22
<PAGE> 24
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.
(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
23
<PAGE> 25
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 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
24
<PAGE> 26
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, except to the extent otherwise
provided by the Committee or in the Award Agreement.
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<PAGE> 27
(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.
(i) Upon a finding by the Committee, after full
consideration of the facts presented on behalf of both the
26
<PAGE> 28
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 change the class of
individuals eligible to receive an ISO or increase the maximum number of shares
as to
27
<PAGE> 29
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 Company or an Affiliate
and/or as a member of the Company's Board of Directors or in any other
capacity.
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<PAGE> 30
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]
December 11, 1997
EPL Technologies, Inc.
2 International Plaza, Suite 245
Philadelphia, PA 19113-1507
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 3,000,000 to
4,500,000.
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 acccordance 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.
<PAGE> 3
EPL Technologies, Inc.
December 11, 1997
Page 2
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.
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
CONSENT OF DELOITTE & TOUCHE LLP
<PAGE> 2
INDEPENDENT AUDITORS' 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 28, 1997,
appearing in the Annual Report on Form 10-K of EPL Technologies, Inc., for the
year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
December 11, 1997
