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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) April 21, 1998
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EPL Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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Colorado 0 - 28444 84-0990658
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 International Plaza, Suite 245, Philadelphia, PA 19113
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (610) 521-4400
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Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On April 21, 1998 EPL Technologies, Inc.("the Company") announced that
NewCorn Co. LLC., ("Newcorn"), an entity in which the Company has a 51%
ownership interest, had entered into a trademark sublicense agreement with The
Sholl Group II, Inc. ("Sholl"), the exclusive licensee of The Pillsbury
Company's Green Giant Fresh(R) brand name. The agreement grants Newcorn the
right to use the Green Giant Fresh(R) brand name on the Company's fresh-cut
corn products on an exclusive basis in North America. Under this agreement,
Freshcorn LLC ("Freshcorn"), a newly formed joint venture company owned equally
by Newcorn and Sholl, will provide marketing support for the Company's
fresh-cut corn products.
Newcorn's license expires on December 31, 2020, subject to automatic
renewal or earlier termination in certain events, including termination of
Sholl's license from The Pillsbury Company. Newcorn will pay a royalty to
Sholl based on the number of cases of licensed corn products sold by Newcorn.
Additionally, Newcorn will pay to Freshcorn a fee based on the profitability of
Newcorn's sales of fresh-cut corn products (the "Fee"), against which the
royalty payments to Sholl will be credited. As members of Freshcorn, Newcorn
and Sholl have agreed that, generally, 25% of the Fee in each year will be used
to reimburse expenses incurred by Newcorn for the advertising, marketing and
promotion of the Company's fresh-cut corn products.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
a) Not Applicable
b) Not Applicable
c) Exhibits
99.1 Press Release dated April 21, 1998 in
relation to the license agreement between
NewCorn Co. LLC and The Sholl Group II, Inc.
99.2 Limited Liability Company Agreement of
FreshCorn LLC, dated April 15, 1998, by and
between The Sholl Group II, Inc. and NewCorn
Co. LLC. (Incorporated by reference to
Exhibit 10.26 to the Company's Registration
Statement on Form S-1 (File No. 333-46397)
on file with the SEC).
99.3 Trademark Sublicense Agreement, dated April
15, 1998, by and between FreshCorn LLC,
NewCorn Co. LLC and The Sholl Group II,
Inc. (Incorporated by reference to Exhibit
10.27 to the Company's Registration
Statement on Form S-1 (File No. 333-46397)
on file with the SEC).(Confidential
treatment has been granted for certain
portions of this Agreement).
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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 : May 18, 1998 EPL Technologies, Inc.
By: /s/Paul L. Devine
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Paul L. Devine
Chairman and President
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Exhibit 99.1
Press Release dated April 21, 1998 in relation to the
license agreement between NewCorn Co. LLC and The Sholl
Group II, Inc.
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CONTACT:
EPL Technologies, Inc. [EPL TECHNOLOGIES, INC. LOGO]
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
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FOR IMMEDIATE RELEASE
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EPL TECHNOLOGIES, INC. ANNOUNCED TODAY A NEW JOINT
VENTURE TO MARKET FRESH CORN PRODUCTS UNDER THE GREEN GIANT
FRESH(R) BRAND
Philadelphia, PA -- April 21, 1998 -- EPL Technologies, Inc. (NASDAQ:EPTG)
announced today that NewCorn Co. LLC, an entity in which the Company has a 51%
ownership interest ("Newcorn"), has entered into a trademark sublicense
agreement with The Sholl Group II, Inc. ("Sholl"), the exclusive licensee of
the Pillsbury Company's Green Giant Fresh(R) brand name. The agreement grants
NewCorn the right to use the Green Giant Fresh(R) brand name on the Company's
fresh-cut corn products on an exclusive basis in North America. Under this
agreement, Freshcorn LLC, a newly formed joint venture company owned equally by
Newcorn and Sholl ("Freshcorn"), will provide marketing support for the
Company's fresh-cut corn products.
Paul L. Devine, Chairman and CEO stated that: "The Company believes that the
Green Giant Fresh(R) brand will enhance consumer awareness and acceptance of
the Company's fresh-cut corn products and facilitate the development of a
market for branded fresh-cut corn available nationally on a year-round basis."
NewCorn's license expires on December 31, 2020, subject to automatic renewal or
earlier termination in certain events, including termination of Sholl's license
from The Pillsbury Company. NewCorn will pay a royalty to Sholl based on the
number of cases of licensed corn products sold by NewCorn. Additionally,
NewCorn will pay to Freshcorn a fee based on the profitability of NewCorn's
sales of fresh-cut corn products (the "Fee"), against which the royalty
payments to Sholl will be credited. As members of Freshcorn, Newcorn and Sholl
have agreed that, generally, 25% of the Fee in each year will be used to
reimburse expenses incurred by NewCorn for the advertising, marketing and
promotion of the Company's fresh-cut corn products.
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.
Certain statements made regarding the potential of the above transaction may be
viewed as forward-looking statements and, as such, actual results may vary
materially. Meaningful factors that may affect such results include, but are
not limited to, the availability of fresh corn and related raw material pricing
considerations, the pace of roll-out of new corn products, the Company's
ability to move such products into national food distribution channels,
consumer acceptance of such products and the associated economies of selling
prices, among other considerations that consequently may have an influence,
including those set forth in EPL's filings with the Securities and Exchange
Commission. EPL expressly disclaims any obligation to update these
forward-looking statements.
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