EPL TECHNOLOGIES INC
8-K, 1997-09-26
MISCELLANEOUS CHEMICAL PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934




Date of Report (Dates of Earliest event reported)     September 22, 1997

                             EPL Technologies, Inc.
             (Exact name of registrant as specified in its charter)

           Colorado                      0 - 28444              84-0990658
 (State or other jurisdiction           (Commission           (IRS Employer
       of incorporation)                File Number)        Identification No.)

  2 International Plaza, Suite 245, Philadelphia, PA              19113
     (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code    (610) 521-4400


                       Not Applicable
        (Former name or former address, if changed since last report.)
<PAGE>   2
ITEM 5. OTHER EVENTS

         Effective September 22, 1997, IPS Produce, Inc., ("IPSP"), one of the
U.S. subsidiaries of EPL Technologies, Inc. ("EPL") executed a ten year
exclusive trademark license agreement and strategic alliance with Potandon
Produce LLC ("Potandon"), a "Green Giant Fresh(TM)" brand licensee of the
Pillsbury Company.

         Under this agreement, which may be extended beyond August 2007, and is
subject to the terms of Potandon's license of the "Green Giant Fresh(TM)" brand
from the Pillsbury Company, certain minimum royalties and other customary
provisions, EPL will sell fresh-cut potato products, such as french fries, to
the wholesale foodservice industry under the "Green Giant Fresh(TM)" brand name,
utilizing EPL's "Potato Fresh(TM)" processing aid technologies and related
protocols.

        This agreement supercedes and replaces a letter of intent, announced in
February 1996, between EPL and Potandon, which had a somewhat different focus
than the current agreement.

        The fresh-cut potato products will be sold to the food service industry
through IPSP, and will be produced by IPSP, using raw materials from Potandon,
in conjunction with one or more co-packers, expected to be operating at several
sites around the US.





ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


         a)       Not Applicable

         b)       Not Applicable

         c)       Exhibits

                  99.1     Press Release dated September 25, 1997 in relation to
                           the license agreement between IPS Produce, Inc. and
                           Potandon Produce LLC.

                                       -2-
<PAGE>   3
                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated: September 26, 1997                           EPL Technologies, Inc.


                                             By:    /s/Paul L. Devine
                                                   ----------------------------
                                                    Paul L. Devine
                                                    Chairman and President

<PAGE>   1
                                  Exhibit 99.1

               Press Release dated September 25, 1997 in relation
                  to the license agreement between IPS Produce,
                         Inc. and Potandon Produce LLC.
<PAGE>   2
                               [GRAPHIC OMITTED]

                                                2 International Plaza, Suite 245
                                                     Philadelphia, PA 19113-1507
                                                               Tel: 610-521-4400
                                                               Fax: 610-521-5985


CONTACT:

Paul Devine                                 John P. Kehoe
Chairman                                    Kehoe, White, Savage &Company,Inc
(610) 521-4400                              (212) 888-1616

FOR IMMEDIATE RELEASE

   EPL TECHNOLOGIES SECURES 10 YEAR LICENSE TO SELL FRESH-CUT POTATO PRODUCTS
     INTO THE FOODSERVICE MARKET UNDER GREEN GIANT(R) BRAND; COMPANY ENTERS
        STRATEGIC ALLIANCE WITH POTANDON PRODUCE LLC, A LICENSEE OF THE
                               PILLSBURY COMPANY

Philadelphia, PA -- September 25, 1997 -- EPL Technologies, Inc. (NASDAQ: EPTG)
announced today that it has been granted an exclusive 10 year license from
Potandon Produce LLC. Under this strategic alliance, EPL will sell fresh-cut
potato products to the wholesale foodservice industry under the Green Giant(R)
brand name, utilizing EPL's "Potato Fresh(TM)" processing aid technologies and
related protocols. The first product, which has been in market test in
California in a number of white tablecloth, family-style restaurant chains for
some months, is EPL's fresh-cut french fry product, to be sold under the Green
Giant Fresh(R) brand.

Paul L. Devine, EPL's Chairman and Chief Executive Officer stated: "This
agreement launches EPL into pursuit of what we believe is singularly the most
significant economic opportunity in the North American foodservice market today.
According to industry sources, the frozen potato segment of the foodservice
market amounts to 7.2 billion pounds a year. Of the 7.2 billion pounds of frozen
potatoes, approximately 6.5 billion pounds, or 90 percent, goes into cut
potatoes to make french fries."

Mr. Devine continued: "The signing of the agreement with Potandon caps a
demanding two year project and begins a new era in the fresh-cut potato segment
of the foodservice industry. Foodservice operators using our product will now be
able to offer a fresh, consistent high quality, french fry product, the likes of
which we believe has never been seen before. We are convinced that it simply was
not possible to produce such a product economically and safely prior to the
development of EPL's technology."

"We believe the power of the Green Giant(R) brand, aligned with EPL's
proprietary technologies and expertise, will move this industry segment through
a paradigm shift. We take the rigorous testing, both product and market driven,
as an endorsement of EPL as a leading technology company in the fresh-cut
produce industry. Our patented process can be used to break the barriers of
limitation previously placed on the foodservice industry, and, together with our
packaging and scientific support capabilities, makes EPL a world leader in
technology for fresh-cut produce."

                                     -more-
<PAGE>   3
EPL Technologies, Inc.
September 25, 1997
Page 2



Potandon Produce LLC, which markets whole potatoes and onions under the Green
Giant(R) brand will serve as the source of raw materials. EPL's subsidiary, IPS
Produce, Inc. will manage processing of the sourced whole potatoes into fresh
cut french fries and provide other services for the alliance utilizing EPL's
patented "Potato Fresh(TM)" processing aid technology and related protocols. The
Sholl Group, the Minneapolis-based Green Giant(R) brand licensee of The
Pillsbury Company for fresh fruit and vegetable products other than potatoes and
onions, will provide certain marketing support to the alliance, under an
arrangement with Potandon. The 10 year license of the Green Giant(R) brand may
be extended beyond August 2007 and is subject to the terms of Potandon's license
of the brand from The Pillsbury Company, certain minimum royalties and other
customary contractual provisions.

EPL entered into a letter of intent relating to fresh-cut potato products with
Potandon Produce LLC in February, 1996, with a somewhat different focus than the
broad licensing agreement and strategic alliance announced today, which
supercedes the prior letter of intent.

EPL Technologies, Inc., through its subsidiaries that utilize proprietary
packaging, processing aids and related technologies and support services, is in
the business of maintaining the integrity of fresh cut produce. The Company
believes that its technologies are safe (FDA GRAS listed), environmentally
"friendly" and add tangible value to the business of its customers.



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