<PAGE> 1
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated December 12, 1997) Registration No. 333-42185
PROSPECTUS SUPPLEMENT
DATED JANUARY 11, 2000
This prospectus relates to the resale by Selling Shareholders of the
shares of common stock of EPL Technologies, Inc. underlying the Series D
Convertible Preferred Stock. All of the Series D Convertible Preferred Stock was
either retired or converted at various prices as of December 9, 1999. This
prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus dated December 12, 1997, including
any amendments or supplements thereto. The terms of the Series D Convertible
Preferred Stock are set forth in the prospectus.
The information in the table appearing under the heading "Selling
Shareholders" on page 10 of the prospectus is hereby amended by adding the
information below with respect to selling shareholders not previously listed in
the prospectus or in any amendments or supplements thereto. The table below sets
forth information as of December 28, 1999. The other information contained in
the table is true as of the date of the prospectus and is not being updated by
this supplement.
Selling Shareholders Not Previously Listed:
<TABLE>
<CAPTION>
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Shares Beneficially Owned Shares Being Shares Beneficially
Name Before the Offering (1) Offered Owned After the Offering (2)
- -------------------------------------------------------------------------------------------------------------------------
Number Percentage
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wayne Close 1,794,069(3) 133,869 1,660,200(3) 5.5%
- -------------------------------------------------------------------------------------------------------------------------
Robert Cahill 520,884(4) 191,241 329,643(4) 1.1%
- -------------------------------------------------------------------------------------------------------------------------
Quaestus, S.A. 888,152(5) 573,723 314,429(5) 1.0%
- -------------------------------------------------------------------------------------------------------------------------
GHM, Inc. 4,370,487.5(6) 309,811 4,060,676.5(6) 13.1%
- -------------------------------------------------------------------------------------------------------------------------
Joseph Giamanco 3,227,412.5(7) 309,811 2,917,601.5(7) 9.4%
- -------------------------------------------------------------------------------------------------------------------------
Philip Hudson 825,541(8) 344,234 481,307(8) 1.6%
- -------------------------------------------------------------------------------------------------------------------------
Sterling Technology
Partners, L.L.C. 173,869(9) 133,869 40,000(9) *
- -------------------------------------------------------------------------------------------------------------------------
Capital Research, Ltd. 695,475(10) 535,475 160,000(10) *
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission. Shares of common stock
subject to currently exercisable warrants are deemed outstanding for computing
the percentage of the person holding such warrants, but are not deemed
outstanding for computing the percentage of any other person.
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Applicable percentage ownership is based upon 29,884,522 shares of common stock
outstanding on December 28, 1999, adjusted as required by the rules and
regulations of the Securities and Exchange Commission. Except as indicated in
the footnotes to this table, to the knowledge of the Company, the persons named
in the table above have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(2) Assumes all shares of Common Stock offered hereby by the Selling
Shareholders are sold in the Offering.
(3) Includes (a) 1,600,200 shares of common stock owned jointly with Mr. Close's
wife, (b) 20,000 shares of common stock owned jointly with Mr. Close's father
and (c) 40,000 shares of common stock issuable upon exercise of warrants.
(4) Includes (a) 10,000 shares owned by Mr. Cahill's niece, over which he
exercises control and (b) 57,143 shares of common stock issuable upon exercise
of warrants.
(5) Includes 171,429 shares of common stock issuable upon exercise of warrants.
(6) Includes 1,000,000 shares of common stock issuable upon exercise of
warrants. GHM, Inc. disclaims beneficial ownership in any shares of common stock
owned by Mr. Joseph Giamanco. Mr. Giamanco is President, Chief Executive Officer
and a stockholder of GHM, Inc.
(7) Includes 1,000,000 shares of common stock issuable upon exercise of
warrants. Mr. Giamanco disclaims beneficial ownership in any shares of common
stock owned by GHM, Inc., except to the extent of his actual economic interest
in GHM, Inc. Mr. Giamanco is President, Chief Executive Officer and a
stockholder of GHM, Inc.
(8) Includes 402,541 shares of common stock issuable upon exercise of warrants.
(9) Includes 40,000 shares of common stock issuable upon exercise of warrants.
(10) Includes 160,000 shares of common stock issuable upon exercise of warrants.
* Less than 1%.
