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SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/ / Definitive Proxy Statement Commission Only (as permitted
/X/ Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
EPL TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/No fee required.
/ /Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(a) Title of each class of securities to which transaction applies:
(b) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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[LOGO]
CONTACT:
EPL Technologies, Inc.
Investor Relations Department, Philadelphia
Timothy B. Owen, Secretary and Treasurer
Bruce Crowell, Chief Financial Officer
(610) 521-4400
2 International Plaza, Suite 245
Philadelphia, PA 19113-1507
Tel: 610-521-4400
Fax: 610-521-5985
FOR IMMEDIATE RELEASE
EPL ANNOUNCES POSTPONEMENT OF ANNUAL MEETING
Philadelphia, PA -- August 20, 1998 -- EPL Technologies, Inc. (NASDAQ:EPTG)
announced today the postponement of its Annual Meeting originally scheduled to
take place on August 24, 1998. The Annual Meeting has been rescheduled to take
place on Tuesday, September 29, 1998 at 9:30 A.M. (local time) at the Top of the
Tower, 1717 Arch Street, Philadelphia, Pennsylvania. EPL Technologies, Inc.
postponed the meeting in order to distribute to its shareholders a supplement to
its Proxy Statement describing certain recently approved amendments to its
proposed 1998 Stock Incentive Plan and to ensure that its shareholders will
have sufficient time to consider the 1998 Stock Incentive Plan, as amended and
restated. The record date for voting at the Annual Meeting will remain the close
of business on July 24, 1998.
Paul L. Devine, Chairman and Chief Executive Officer, stated: "The small-cap
stock market in general and, more personally, EPL's common stock, have suffered
significant price erosion since our legal counsel drafted the 1998 Stock Option
Plan for the Annual Meeting. We believe the current price of our common stock
does not reflect the underlying value of our company. As such, management has
elected to tangibly attest to that belief by proposing to reduce the number of
options to be granted under the new plan from 2,250,000 to 850,000, to stipulate
that any such grants not be made to employee directors and current executive
officers at a price below $14.00 per share and to provide that options granted
under the plan may not be repriced without shareholder approval.
It is our strong belief, which is supported by the company's growth and
technical progress in the five years since this management assumed leadership of
EPL, that there is considerable long-term economic incentive even at an exercise
price some 150% above the current market price of our common stock."
EPL Technologies, Inc. develops, manufactures and markets proprietary processing
aids, packaging technologies and scientific and technical services, which are
designed to maintain the quality and integrity of fresh-cut produce.
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