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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) October 8, 1999
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EPL Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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)
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 October 8, 1999, EPL Technologies, Inc. (the "Company") announced that
it had signed a strategic five year manufacturing and co-pack agreement with
Reser's Fine Foods, Inc. ("Resers"). Under the agreement, Reser's will process
and supply EPL's wholly-owned subsidiary, EPL Food Products, Inc., with all of
EPL's fresh-cut potato product requirements. In addition, Reser's will process
and supply EPL with a new range of blanched (partially cooked) potato products
to be sold by EPL under the Fresh Alternatives TM brand. The Fresh Alternatives
TM brand has been made available to EPL by the Sholl Group II, Inc., the
exclusive licensee of The Pillsbury Company's Green Giant (R) Fresh brand name.
In addition, the Company and Resers signed a related five-year non-exclusive
license agreement for the Company's proprietary processing technology for
potatoes. Additional information regarding these agreements is set forth in the
press release attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) Not Applicable
b) Not Applicable
c) Exhibits
99.1 Press Release dated October 8, 1999 regarding
manufacturing and co-pack agreement for fresh-cut
potato products.
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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: October 13, 1999 EPL Technologies, Inc.
By: /s/Paul L. Devine
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Paul L. Devine
Chairman, President &
Chief Executive Officer
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Exhibit 99.1
Press Release dated October 8, 1999 regarding manufacturing and co-pack
agreement for fresh-cut potato products
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CONTACT:
Cameron Associates
Kevin McGrath, Investor Relations
(212) 245-8800
E-mail: [email protected]
[EPL LOGO]
EPL TECHNOLOGIES, INC.
2 International Plaza
Suite 245
Philadelphia, PA 19113-1507
Tele: 610-521-4400
Fax: 610-521-5985
FOR IMMEDIATE RELEASE
EPL TECHNOLOGIES AND RESER'S FINE FOODS ANNOUNCE STRATEGIC MANUFACTURING AND
CO-PACK AGREEMENT FOR FRESH-CUT POTATO PRODUCTS; COMPANY SECURES "FRESH
ALTERNATIVES"(TM) BRAND ADDITIONAL LICENSE FROM THE SHOLL GROUP II, INC.
Philadelphia, PA - October 8, 1999 -- EPL Technologies, Inc. (NASDAQ: EPTG)
today announced that it has signed a strategic five year manufacturing and
co-pack agreement with Reser's Fine Foods, Inc., a leading manufacturer of
convenience and specialty food products. Under the agreement, Reser's will
process and supply EPL's wholly-owned subsidiary, EPL Food Products, Inc., with
all of EPL's fresh-cut potato product requirements, including its Green Giant(R)
Fresh 'Fresh Fries' product currently manufactured in EPL's Camarillo, CA
corn-processing facility. In addition, Reser's will process and supply EPL with
a new range of blanched (partially cooked) potato products to be sold by EPL
under the Fresh Alternatives(TM) brand. The Fresh Alternatives(TM) brand has
been made available to EPL by The Sholl Group II, Inc., the exclusive licensee
of The Pillsbury Company's "Green Giant(R) Fresh" brand name. This will
facilitate EPL offering a complementary product range alongside of the fresh-cut
products EPL currently sells under the Green Giant(R) Fresh brand. Under the
terms of the agreement, Reser's will manufacture and supply fresh potato
products to EPL based upon an agreed price scale and agreed volumes. EPL
expects, as a result of this agreement, to achieve a material cost benefit in
the production and sale of EPL's products, due to the expected significant
manufacturing efficiencies available to Reser's.
In addition to the manufacturing agreement, EPL and Reser's have signed a
related five-year non-exclusive license agreement. Under this agreement, EPL has
licensed EPL's Potato Fresh(R) proprietary processing technology to Reser's and
will receive a royalty on the sale by Reser's of any potato products that use
EPL's technology. Reser's intends to introduce a range of fresh cut potato
products, including its own 'Fresh Fries' product, to extend its existing range
of potato products. Reser's will utilize its food service national sales force,
to sell a full range of both fresh and blanched potato products under the
Reser's brand name.
Mr. Paul L. Devine, Chairman and Chief Executive Officer of the Company,
commented, "This transaction is another step toward broadening the platform for
an increased market acceptance of our processing technology. We believe the
immediate benefit of Reser's size and production efficiencies will be apparent,
not only in an improvement to our gross margins but in the service proposition
we are able to propose to our customers. In addition to anticipated production
efficiencies driven by Reser's volume, we expect to benefit from their supply
position when sourcing raw material for our own product needs. This transaction
is also
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expected to benefit EPL by allowing management at our two production facilities
to focus exclusively on growing the corn business while the EPL-Reser's
partnership supports the pursuit of the potato business. This agreement, and the
associated broadening of our involvement with Green Giant(R) Fresh, extends our
product range and we believe should enable us to build our potato revenue at a
faster pace and achieve broader market penetration now that we will have the
ability to distribute our potato products on a national scale."
Reser's state-of-the-art plant in Pasco, Oregon, which opened in May 1999,
provides a level of production capability that allows EPL to deliver a product
range consistent with EPL's prime objective of high standards of food safety and
outstanding product quality. Reser's Fine Foods, Inc., headquartered in
Beaverton, Oregon, with annual reported revenues of approximately $260 million,
currently has over 1600 employees, of which approximately 180 are dedicated to
sales and support. Reser's manufactures over 400 different convenience and
specialty products. Reser's customers include national grocery chains,
convenience stores, institutions, restaurants and both local and national
independent distributors. Reser's operates distribution centers in 14 states and
has 12 production facilities. Reser's is currently selling in 50 states, Canada,
Mexico and Guam.
EPL Technologies, Inc. develops, manufactures and markets proprietary processing
technologies, packaging technologies and scientific and technical services,
which are designed to maintain the quality and integrity of fresh-cut produce.
Statements in this release that are not statements of historical fact and
reflect the intent, belief or expectations of the Company and its management
regarding the expected impact of events, circumstances and trends should be
considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
not guarantees of future performance, and actual results may vary materially
from those projected in the forward-looking statements. Meaningful factors that
may affect such results include, but are not limited to, (i) the Company's
product development and sales process, which remains lengthy and resource
intensive, (ii) the uncertainty of demand for and market acceptance of the
Company's products and possible difficulties in successfully introducing and
managing a new manufacturing and licensing agreement with Reser's, (iii)
personnel and production requirements and related difficulties in managing
multiple product lines, (iv) the Company's needs for capital, which have been
and are expected to continue to be substantial, particularly in the near term,
and its potential inability to obtain, if necessary, additional financing on
satisfactory terms, (v) the Company's limited resources and experience in
marketing and selling its products and services, (vi) changes in the Company's
product mix and strategic focus, including new methods of pursuing its market
opportunities, including relations with third parties, and (vii) increases in
the expense or length of time required to introduce products and penetrate
markets.
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