<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1998
REGISTRATION NO. 333-46397
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EPL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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COLORADO 2869 84-0990658
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE) IDENTIFICATION NO.)
</TABLE>
2 INTERNATIONAL PLAZA, SUITE 245
PHILADELPHIA, PENNSYLVANIA 19113-1507
(610) 521-4400
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PAUL L. DEVINE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
2 INTERNATIONAL PLAZA, SUITE 245
PHILADELPHIA, PENNSYLVANIA 19113-1507
(610) 521-4400
(NAME, ADDRESS, INCLUDING ZIP CODE AND
TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
------------------------
COPIES TO:
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RAYMOND D. AGRAN, ESQ. BRYAN E. DAVIS, ESQ.
BALLARD SPAHR ANDREWS & INGERSOLL, LLP ALSTON & BIRD LLP
1735 MARKET STREET ONE ATLANTIC CENTER
51ST FLOOR 1201 WEST PEACHTREE STREET
PHILADELPHIA, PA 19103-7599 ATLANTA, GA 30309-3424
(215) 864-8524 (404) 881-7000
(215) 864-8999 (FAX) (404) 881-7777 (FAX)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated amount of various expenses in
connection with the sale and distribution of the securities being registered:
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SEC registration fee........................................ $ 12,841
NASD filing fee............................................. 4,853
Transfer agent's fee and expenses*.......................... 10,000
Accounting fees and expenses*............................... 200,000
Legal fees and expenses*.................................... 1,000,000
"Blue Sky" fees and expenses (including legal fees)*........ 75,000
Costs of printing and engraving*............................ 300,000
Miscellaneous*.............................................. 197,306
----------
Total*............................................ 1,800,000
</TABLE>
- ---------------
* Estimated
ITEM 14. 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.
The Underwriting Agreement (to be filed as Exhibit 1.1 to an amendment to
this Registration Statement) will provide that the Underwriters severally and
not jointly will indemnify and hold harmless the Company and each director,
officer or controlling person of the Company from and against any liability
caused by any statement or omission in the Registration Statement or Prospectus
based upon information furnished to the Company by the Underwriters for use
therein.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Effective November 10, 1997, the Company issued 12,500 shares of Series D
Convertible Preferred Stock for aggregate consideration of $12,500,000 to three
new institutional investors (the "Series D Stock"). Such
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<PAGE> 3
issuance was made under Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act"). The Series D Stock carries the option to convert into shares
of Common Stock at a variable rate, based on a formula linked to the prevailing
market price at the time of conversion, and subject to certain limitations. The
conversion rate may be up to a 50% premium to the closing market price at the
consummation of the transaction (i.e., a 50% premium to the November 7, 1997
closing price of $15.50). In addition, the Company issued warrants to purchase
201,614 shares of Common Stock exercisable at $20.16 for 5 years.
Effective October 31, 1997, the Company issued an aggregate of 40,000
shares of Common Stock to two individuals in exchange for all of the issued and
outstanding capital stock of California Microbiological Consulting, Inc., in a
transaction exempt from registration pursuant to Section 4(2) of the 1933 Act.
In June 1997, the Company issued 144,444 shares of 10% cumulative
convertible Series C Preferred Stock ("Series C Preferred Stock"), 43,750 shares
of Common Stock and warrants to purchase 30,993 shares of Common Stock at an
exercise price of $10 per share to an accredited investor in a transaction
exempt from registration pursuant to Section 4(2) of the 1933 Act. The Series C
Preferred Stock originally carried the option to convert its Common Stock on a
1-for-1 basis (1-for-2 after giving effect to the Company's reverse stock
split). The Series C Preferred Stock had equal voting rights with the shares of
Common Stock, based on the underlying number of shares of Common Stock after
conversion. The Series C Preferred Stock had a dividend rate of 10% per annum,
payable in cash and/or shares at the Company's option. Also in 1997, in another
transaction exempt from registration pursuant to Section 4(2) of the 1933 Act,
the Company issued 125,000 shares of Common Stock and warrants to purchase
31,250 shares of Common Stock at an exercise price of $10.00 per share to
another accredited investor.
On July 23, 1996, the Company issued 531,915 shares of 10% cumulative
convertible Series B Preferred Stock ("Series B Preferred Stock") to certain
accredited investors who were existing shareholders of the Company, in a
transaction exempt from registration pursuant to Section 4(2) of the 1933 Act.
These shares originally carried the option to convert into shares of Common
Stock on a 1-for-1 basis (1-for-2 after giving effect to the Company's reverse
stock split). The Series B Preferred Stock had equal voting rights with the
shares of Common Stock, based on the underlying number of shares of Common Stock
after conversion. The Series B Preferred Stock had a dividend rate of 10% per
annum, payable in cash and/or shares at the Company's option.
During 1996, a total of 699,667 shares of Common Stock were issued pursuant
to the exercise of outstanding warrants, resulting in net proceeds to the
Company of $3,298,876 in a transaction exempt from registration pursuant to
Section 4(2) of the 1933 Act.
In September 1995, the Company sold 1,375,000 shares of Common Stock to
"accredited investors" (within the meaning of Rule 501 under the 1933 Act) for
an aggregate consideration of $5,500,000 in a transaction exempt from
registration pursuant to Section 4(2) of the 1933 Act (the "1995 Placement").
The Company issued warrants to purchase 27,500 shares of Common Stock for $4.00
per share to Hermitage Capital Corp., as placement agent for the 1995 Placement.
Additionally, on October 2, 1995, $4,050,000 in outstanding borrowings under a
line of credit with Trilon was converted into 1,012,500 shares of Common Stock
and warrants to purchase 50,000 shares of Common Stock for $4.00 per share. The
Company also issued to Trilon 81,306 shares of Common Stock in settlement of
accrued interest of $310,164, and 23,250 shares of Common Stock in settlement of
commitment fees.
All information provided under this Item 15 gives retroactive effect to the
1-for-2 reverse stock split.
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<PAGE> 4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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1.1** Form of Underwriting Agreement
3.1 Amended and Restated Articles of Incorporation of the
Company, as amended. (Incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 on file with the Securities
and Exchange Commission (the "SEC").)
3.2 Amended and Restated Bylaws of the Company, as amended.
(Incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 on file with the SEC.)
3.3 Plan of Reverse Stock Split. (Incorporated by reference to
the Company's definitive proxy statement for a special
meeting of shareholders dated February 27, 1998 on file with
the SEC).
4.1 Specimen Common Stock Certificate. (Incorporated by
reference to Exhibit 4.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 on file with
the SEC.)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
validity of the shares of Common Stock being registered.
10.2 Stock Purchase and Supply Agreement dated May 19, 1994
between Jungbunzlaur Holding AG and Extended Product Life,
Inc. (Incorporated by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 on file with the SEC.)
10.3 1994 Stock Incentive Plan. (Incorporated by reference to
Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994 on file with the SEC.)
10.5 Agreement for the sale and purchase of the entire issued
share capital of Bakery Packaging Services Limited, dated
September 15, 1995. (Incorporated by reference to Exhibit
2.1 to the Company's Report on Form 8-K dated October 3,
1995 on file with the SEC.)
10.6 Disclosure letter in relation to the agreement for the sale
of the entire issued share capital of Bakery Packaging
Services Limited, dated September 15, 1995. (Incorporated by
reference to Exhibit 2.2 to the Company's Report on Form 8-K
dated October 3, 1995 on file with the SEC.)
10.7 Agreement between EPL Technologies (Europe) Limited and DWL
Associates Ltd. for the services of D. W. Lyon as Chief
Operating Officer of Bakery Packaging Services Limited.
(Incorporated by reference to Exhibit 2.3 to the Company's
Report on Form 8-K dated October 3, 1995 on file with the
SEC.)
10.8 Employment agreement between EPL Technologies, Inc. and P.
L. Devine, Director, President and Chief Executive Officer,
dated as of January 1, 1997. (Incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-Q
for the quarter ended June 30, 1997 on file with the SEC.)
10.10 Office Lease Agreement dated September 11, 1996 between EPL
Technologies, Inc. and K/B Fund II for Headquarters office.
(Incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 on file with the SEC.)
10.11 License Agreement dated as of April 29, 1997 by and between
Integrated Produce Systems, Inc. and Farmington Fresh.
(Incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-3 (File No. 333-42185) on
file with the SEC.)
10.12 Amendment to License Agreement, dated December 1, 1997,
between Integrated Produce Systems, Inc. and Farmington
Fresh. (Incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-3 (File No.
333-42185) on file with the SEC.)
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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10.13 Operating Agreement of NewCornCo, LLC, dated July 19, 1996,
between the Company and Agricultural Innovation & Trade,
Inc. (Incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-3 (File No.
333-42185) on file with the SEC.)
10.14 Fresh-Cut Corn Processing Agreement, dated July 22, 1996,
between NewCornCo, LLC, and Agricultural Innovation & Trade,
Inc. (Incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-3 (File No.
333-42185) on file with the SEC.)
10.15 Assignment of Membership Interest, dated December 6, 1997,
between Agricultural Innovation & Trade, Inc. and Twin
Garden Sales, Inc. (Incorporated by reference to Exhibit
10.5 to the Company's Registration Statement on Form S-3
(File No. 333-42185) on file with the SEC.)
10.16 Requirements Agreement, dated as of January 1, 1998, between
NewCornCo, LLC, and Twin Garden Farms. (Incorporated by
reference to Exhibit 10.6 to the Company's Registration
Statement on Form S-3 (File No. 333-42185) on file with the
SEC.)
10.17 Employment Agreement, dated January 1, 1998, between the
Company and William R. Romig. (Incorporated by reference to
Exhibit 10.17 to the Company's Registration Statement on
Form S-3 (File No. 333-42185) on file with the SEC.)
10.18 Agreement for the Sale and Purchase of the entire issued
share capital of Fabbri Artes Graficas Valencia S.A., dated
December 11, 1997. (Incorporated by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K filed December
24, 1997.)
10.19 Securities Purchase Agreement dated as of November 6, 1997
between the Company and each of the purchasers of the
Company's Series D Preferred Stock. (Incorporated by
reference to Exhibit 4.4 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.)
10.20 Registration Rights Agreement dated as of November 6, 1997
between the Company and each of the purchasers of the
Company's Series D Preferred Stock. (Incorporated by
reference to Exhibit 4.5 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.)
10.21 Trademark License Agreement between IPS Produce, Inc. and
Potandon Produce LLC (confidential treatment has been
granted for certain portions of this document).
(Incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.)
10.22 ** Employment Agreement dated as of February 18, 1998, by and
between EPL Technologies, Inc. and Bruce M. Crowell.
10.23 ** Service Agreement dated as of October 1, 1997 by and between
EPL Technologies S.L. and Jose Saenz de Santa Maria.
10.24 Agreement dated February 1, 1998 by and between the Company
and American National Can Company. (Incorporated by
reference to Exhibit 99.2 to the Company's Current Report on
Form 8-K filed on March 30, 1998.)
10.25 Operating Agreement of ANC-RESPIRE, LLC. (Incorporated by
reference to Exhibit 99.3 to the Company's Current Report on
Form 8-K filed on March 30, 1998.)
10.26 ** Limited Liability Company Agreement of FreshCorn LLC, dated
April 15, 1998, by and between The Sholl Group II, Inc. and
NewCorn Co. LLC
10.27 ** Trademark Sublicense Agreement, dated April 15, 1998, by and
between FreshCorn LLC, NewCorn Co. LLC and The Sholl Group
II, Inc. (confidential treatment has been granted for
certain portions of this document).
11.01 ** Computation of Earnings per Common Share and Fully Diluted
Earnings per Common Share.
21 ** Subsidiaries of the Company.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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23.1** Consent of Deloitte & Touche LLP.
23.2** Consent of Coopers & Lybrand, S.A.
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.1).
24.1** Power of Attorney (included in signature page).
27.1** Financial Data Schedules.
</TABLE>
- ---------------
** previously filed.
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 14 above or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused Amendment No. 4 to this Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Tinicum, Commonwealth of Pennsylvania, on May 6,
1998.
EPL TECHNOLOGIES, INC.
By /s/ TIMOTHY B. OWEN
------------------------------------
Timothy B. Owen
Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 4 to Registration Statement on Form S-1 has been signed by
the following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------- ----- ----
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/s/ PAUL L. DEVINE* Chairman, President and Chief May 6, 1998
- --------------------------------------------------- Executive Officer (Principal
Paul L. Devine Executive Officer)
/s/ BRUCE M. CROWELL* Vice President and Chief Financial May 6, 1998
- --------------------------------------------------- Officer (Principal Financial
Bruce M. Crowell Officer)
/s/ TIMOTHY B. OWEN Secretary and Treasurer (Principal May 6, 1998
- --------------------------------------------------- Accounting Officer)
Timothy B. Owen
/s/ ROBERT D. MATTEI* Director May 6, 1998
- ---------------------------------------------------
Robert D. Mattei
/s/ RONALD W. CANTWELL* Director May 6, 1998
- ---------------------------------------------------
Ronald W. Cantwell
Director
- ---------------------------------------------------
A. S. Clausi
*By: /s/ TIMOTHY OWEN
---------------------------------------------
Attorney-in-fact
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
1.1** Form of Underwriting Agreement
3.1 Amended and Restated Articles of Incorporation of the
Company, as amended. (Incorporated by reference to Exhibit
3.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 on file with the Securities
and Exchange Commission (the "SEC").)
3.2 Amended and Restated Bylaws of the Company, as amended.
(Incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997 on file with the SEC.)
3.3 Plan of Reverse Stock Split. (Incorporated by reference to
the Company's definitive proxy statement for a special
meeting of shareholders dated February 27, 1998 on file with
the SEC).
4.1 Specimen Common Stock Certificate. (Incorporated by
reference to Exhibit 4.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 on file with
the SEC.)
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
validity of the shares of Common Stock being registered.
10.2 Stock Purchase and Supply Agreement dated May 19, 1994
between Jungbunzlaur Holding AG and Extended Product Life,
Inc. (Incorporated by reference to Exhibit 10.10 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1994 on file with the SEC.)
10.3 1994 Stock Incentive Plan. (Incorporated by reference to
Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994 on file with the SEC.)
10.5 Agreement for the sale and purchase of the entire issued
share capital of Bakery Packaging Services Limited, dated
September 15, 1995. (Incorporated by reference to Exhibit
2.1 to the Company's Report on Form 8-K dated October 3,
1995 on file with the SEC.)
10.6 Disclosure letter in relation to the agreement for the sale
of the entire issued share capital of Bakery Packaging
Services Limited, dated September 15, 1995. (Incorporated by
reference to Exhibit 2.2 to the Company's Report on Form 8-K
dated October 3, 1995 on file with the SEC.)
10.7 Agreement between EPL Technologies (Europe) Limited and DWL
Associates Ltd. for the services of D. W. Lyon as Chief
Operating Officer of Bakery Packaging Services Limited.
(Incorporated by reference to Exhibit 2.3 to the Company's
Report on Form 8-K dated October 3, 1995 on file with the
SEC.)
10.8 Employment agreement between EPL Technologies, Inc. and P.
L. Devine, Director, President and Chief Executive Officer,
dated as of January 1, 1997. (Incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-Q
for the quarter ended June 30, 1997 on file with the SEC.)
10.10 Office Lease Agreement dated September 11, 1996 between EPL
Technologies, Inc. and K/B Fund II for Headquarters office.
(Incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 on file with the SEC.)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.11 License Agreement dated as of April 29, 1997 by and between
Integrated Produce Systems, Inc. and Farmington Fresh.
(Incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-3 (File No. 333-42185) on
file with the SEC.)
10.12 Amendment to License Agreement, dated December 1, 1997,
between Integrated Produce Systems, Inc. and Farmington
Fresh. (Incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-3 (File No.
333-42185) on file with the SEC.)
10.13 Operating Agreement of NewCornCo, LLC, dated July 19, 1996,
between the Company and Agricultural Innovation & Trade,
Inc. (Incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-3 (File No.
333-42185) on file with the SEC.)
10.14 Fresh-Cut Corn Processing Agreement, dated July 22, 1996,
between NewCornCo, LLC, and Agricultural Innovation & Trade,
Inc. (Incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-3 (File No.
333-42185) on file with the SEC.)
10.15 Assignment of Membership Interest, dated December 6, 1997,
between Agricultural Innovation & Trade, Inc. and Twin
Garden Sales, Inc. (Incorporated by reference to Exhibit
10.5 to the Company's Registration Statement on Form S-3
(File No. 333-42185) on file with the SEC.)
10.16 Requirements Agreement, dated as of January 1, 1998, between
NewCornCo, LLC, and Twin Garden Farms. (Incorporated by
reference to Exhibit 10.6 to the Company's Registration
Statement on Form S-3 (File No. 333-42185) on file with the
SEC.)
10.17 Employment Agreement, dated January 1, 1998, between the
Company and William R. Romig. (Incorporated by reference to
Exhibit 10.17 to the Company's Registration Statement on
Form S-3 (File No. 333-42185) on file with the SEC.)
10.18 Agreement for the Sale and Purchase of the entire issued
share capital of Fabbri Artes Graficas Valencia S.A., dated
December 11, 1997. (Incorporated by reference to Exhibit 2.1
to the Company's Current Report on Form 8-K filed December
24, 1997.)
10.19 Securities Purchase Agreement dated as of November 6, 1997
between the Company and each of the purchasers of the
Company's Series D Preferred Stock. (Incorporated by
reference to Exhibit 4.4 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.)
10.20 Registration Rights Agreement dated as of November 6, 1997
between the Company and each of the purchasers of the
Company's Series D Preferred Stock. (Incorporated by
reference to Exhibit 4.5 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997.)
10.21 Trademark License Agreement between IPS Produce, Inc. and
Potandon Produce LLC (confidential treatment has been
granted for certain portions of this document).
(Incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.)
10.22** Employment Agreement dated as of February 18, 1998, by and
between EPL Technologies, Inc. and Bruce M. Crowell.
10.23** Service Agreement dated as of October 1, 1997 by and between
EPL Technologies S.L. and Jose Saenz de Santa Maria.
10.24 Agreement dated February 1, 1998 by and between the Company
and American National Can Company. (Incorporated by
reference to Exhibit 99.2 to the Company's Current Report on
Form 8-K filed on March 30, 1998.)
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.25 Operating Agreement of ANC-RESPIRE LLC. (Incorporated by
reference to Exhibit 99.3 to the Company's Current Report on
Form 8-K filed on March 30, 1998.)
10.26 ** Limited Liability Company Agreement of FreshCorn LLC, dated
April 15, 1998, by and between The Sholl Group II, Inc. and
NewCorn Co. LLC.
10.27 ** Trademark Sublicense Agreement, dated April 15, 1998, by and
between FreshCorn LLC, NewCorn Co. LLC and The Sholl Group
II, Inc. (confidential treatment has been granted for
certain portions of this document).
11.01 ** Computation of Earnings per Common Share and Fully Diluted
Earnings per Common Share.
21 ** Subsidiaries of the Company.
23.1 ** Consent of Deloitte & Touche LLP.
23.2 ** Consent of Coopers & Lybrand, S.A.
23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5.1).
24.1 ** Power of Attorney (included in signature page).
27.1 ** Financial Data Schedules.
</TABLE>
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** previously filed.
<PAGE> 1
EXHIBIT 5.1
May 6, 1998
EPL Technologies, Inc.
2 International Plaza, Suite 245
Philadelphia, Pennsylvania 19113
Re: EPL TECHNOLOGIES, INC.
REGISTRATION STATEMENT ON FORM S-1
(REGISTRATION NO. 333-46397)
Gentlemen:
We have acted as counsel to EPL Technologies, Inc., a Colorado
corporation (the "Company"), in connection with the preparation of the
Registration Statement, as amended to the date hereof, filed on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended, of 809,097 shares (with up to 525,000 additional shares of
Common Stock subject to an over-allotment option granted by the Company to the
underwriters) of the Company's common stock, $0.001 par value per share (the
"Common Stock"), being sold by the Company and 2,690,903 shares of Common Stock
being sold by a shareholder of the Company.
We are familiar with the proceedings taken and proposed to be taken by
the Company in connection with the proposed authorization, issuance and sale of
the Common Stock. In this connection, we have examined and relied upon such
corporate records and other documents, instruments and certificates and have
made such other investigation as we deemed appropriate as the basis for the
opinion set forth below. In our examination, we have assumed legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of such original documents.
The opinion expressed below is based on the assumption that the
Registration Statement will become effective.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be sold pursuant to the Registration Statement have been duly
authorized and, when issued, delivered and
<PAGE> 2
EPL Technologies, Inc.
May 4, 1998
Page 2
paid for in accordance with the terms of the Underwriting Agreement, the form of
which is filed as Exhibit 1.1 to the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming a part thereof.
Very truly yours,
/s/ Ballard Spahr
---------------------------
Andrews & Ingersoll, LLP
