<PAGE> 1
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 (Date of earliest event reported):
December 13, 1999
EPL Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
Colorado 333-42185 84-0990658
(State or other (Commission (IRS Employer Identification Number)
jurisdiction of File Number)
incorporation)
2 International Plaza, Suite 245, Philadelphia, PA 19113
(Address of principal executive office) (Zip Code)
(610) 521-4400
(Registrant's telephone number including area code)
(Former Name and Former Address, If Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
On December 13, 1999, EPL Technologies, Inc. (the "Company") issued a press
release, a copy of which is filed herewith as Exhibit 99.1, which announced a
series of transactions related to the Company's Series D Convertible Preferred
Stock and certain borrowings of the Company. The actual number of warrants to
purchase Common Stock that were issued in connection with the Transactions and
the Loans was approximately 3.0 million, not 2.529 million as stated in the
press release.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release of EPL Technologies, Inc. issued December 13, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
EPL TECHNOLOGIES, INC.
(Registrant)
Dated December 15 , 1999
By /s/Paul L. Devine
------------------------
Name: Paul L. Devine
Title: Chairman and Chief Executive Officer
<PAGE> 1
Exhibit 99.1
EPL Technologies Makes Announcement
PHILADELPHIA - (BUSINESS WIRE) -- Dec. 13, 1999 -- EPL Technologies, Inc.
(Nasdaq: EPTG-news) today announced transactions related to the Series D
Convertible Stock (the "Transactions") and a credit arrangement whereby the
Company borrowed $3.5 million (the "Loan"). In connection with the Transactions
and the Loan, the Company issued approximately 4.898 million shares of its
Common Stock (the "Common Stock Offering") and Warrants ("Warrants") to purchase
approximately 2.529 million shares of its Common Stock (the "Warrants Offering")
in transactions not involving a public offering. Neither the Common Stock nor
the Warrants have been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. The purpose of the Common
Stock and Warrant Offerings was to raise capital and obtain the Loan. The
Warrants are exercisable for a term of five years and carry an exercise price
equal to the market price of the Company's Common Stock on the date of their
issuance. The Company also agreed to provide certain registration rights with
respect to the Common Stock and Warrant Offerings.
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.
- -------------------------------------------------------------------------------
Contact:
Cameron Associates
Kevin McGrath, Investor Relations
(212) 245-8800
E-mail: [email protected]
3
