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As filed with the Securities and Exchange Commission on November 27, 2000.
Registration No. 333-___
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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EPL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-0990658
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2 INTERNATIONAL PLAZA, SUITE 245
PHILADELPHIA, PENNSYLVANIA 19113
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(Address of principal executive offices) (Zip Code)
EPL TECHNOLOGIES, INC. 1998 STOCK INCENTIVE PLAN,
AS AMENDED AND RESTATED AND WARRANT AGREEMENTS
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(Full title of the plan)
MR. PAUL L. DEVINE
PRESIDENT, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
2 INTERNATIONAL PLAZA, SUITE 245
PHILADELPHIA, PENNSYLVANIA 19113
(Name and address of agent for service)
(610) 521-4400
(Telephone number, including area code, of agent for service)
Copy to:
MICHAEL S. LEO, ESQ.
GIBBONS, DEL DEO, DOLAN, GRIFFINGER & VECCHIONE
125 WEST 55TH STREET, 11TH FLOOR
NEW YORK, NEW YORK 10019-5369
(212) 649-4700
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock(1) $.001 par value per share 850,000 $.625(2) $ 531,250(2) $140.25(2)
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Common Stock(4) $.001 par value per share 1,610,000 $1.28(3) $2,060,800(3) $544.05(3)
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), this registration statement also covers additional shares
of Common Stock pursuant to the anti-dilution provisions of the EPL
Technologies, Inc. 1998 Stock Incentive Plan, as amended and restated (the
"Plan").
(2) Estimated in accordance with Rule 457(c) solely for the purposes of
calculating the registration fee, based on the average high and low prices per
share of the Registrant's Common Stock as reported on The Nasdaq SmallCap Market
System on November 20, 2000.
(3) Estimated in accordance with Rule 457(h) solely for the purposes of
calculating the registration fee. The Warrants have exercise prices ranging from
$.51 to $3.00, with an average exercise price of $1.28.
(4) Shares of Common Stock registered for sale upon exercise of
outstanding warrant agreements.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by EPL Technologies, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K/A (File No. 0-28444)
filed April 25, 2000 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); the Company's Quarterly
Report on Form 10-Q (File No. 001-15333) filed May 15, 2000
under the Exchange Act; the Company's Current Report on Form
8-K (File No. 333-42185) filed April 20, 2000 under the
Exchange Act; the Company's Quarterly Report on Form 10-Q/A
(File No. 001-15333) filed August 17, 2000 under the Exchange
Act; the Company's Current Report on Form 8-K (File No.
333-42185) filed April 20, 2000 under the Exchange Act; the
Company's Quarterly Report on Form 10-Q (File No. 001-15333)
filed November 14, 2000 under the Exchange Act; and the
Company's Notice of Annual Meeting and Proxy Statement (File
No. 000-28444) filed July 15, 1999 under the Exchange Act (the
"Proxy Statement");
(2) The description of the Company's common stock, $.001 par value
per share (the "Common Stock"), contained in the Company's
Amendment No. 3 to Registration Statement on Form S-3 (File
No. 333-46397) filed May 4, 1998 under the Exchange Act; and
(3) All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the respective date of
filing of such documents. Any statement contained in a
document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement
contained in this Registration Statement or in any other
subsequently filed document that is incorporated by reference
modifies or replaces such statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Article 109 of the Colorado Business Corporation Act, as amended
(the "CBCA"), the Company has the power to indemnify directors and officers
under prescribed circumstances and subject to
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certain limitations, against certain costs and expenses, including attorneys'
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of his or her being a director or officer of
the Company if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions.
Article V.F. of the Company's Amended and Restated Articles of
Incorporation, as amended, and Article VI of the Company's Bylaws, as amended,
provide that the Company shall indemnify directors and officers of the Company
against all expenses, liability and loss incurred as a result of such person's
being a party to, or threatened to be made a party to, any proceeding (as
defined, which includes any threatened proceeding) by reason of the fact that he
or she is or was a director or officer of the Company or is otherwise the
subject of any such proceeding by reason of that person's relationship with the
Company, to the fullest extent authorized by the CBCA, if the person conducted
the activities in question in good faith, reasonably believed that the conduct
was in the Company's best interests or was not opposed to the Company's best
interests and, in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful. Article VI of the Bylaws, as amended, further
permits the Company to maintain insurance, at its expense, to protect itself and
any such director or officer of the Company against any such expenses, liability
or loss, whether or not the Company would have the power to indemnify such
person against such expenses, liability or loss under the Bylaws, as amended.
The Company has directors' and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Description
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4.1 EPL Technologies, Inc. 1998 Stock Incentive Plan, as amended and
restated.
4.2 The Company's Amended and Restated Articles of Incorporation, as
amended to date, in effect as of the date of this Registration
Statement (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q (File No. 0-28444), filed
November 14, 1997).
4.3 Amended and Restated By-Laws of the Company, as amended to date
(incorporated by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q (File No. 0-28444), filed
November 14, 1997).
4.4 Form of Warrant Agreement entered into between the Company and
each of the following individuals:
Peter W. Adolph
John Bendall
Joseph Cherry
Philip Hudson, Sr.
Joseph Huerd
John P. Kehoe
Antony E. Kendall
Garrett Rajkovich
Arthur Reynolds
William J. Schalleur
Jay Shrager
Lawrence S. Zaslow
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Exhibit No. Description
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4.5 Form of Warrant Agreement entered into between the Company and
each of the following individuals:
Peter W. Adolph
Philip Hudson, Sr.
Marc E. Komorsky
Robert Mattei
Lawrence S. Zaslow.
5.1 Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gibbons, Del Deo, Dolan, Griffinger & Vecchione, P.C.
(included in Exhibit 5.1).
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ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination of
the offering.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester, State of New York, on this 27th day of
November 2000.
EPL TECHNOLOGIES, INC.
By:
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Paul L. Devine
President, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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President, Chairman and Chief November 27, 2000
--------------------------------- Executive Officer
Paul L. Devine (Principal Executive Officer)
Principal Financial and November 27, 2000
--------------------------------- Accounting Officer
Timothy B. Owen
--------------------------------- Director November 27, 2000
Adolph S. Clausi
--------------------------------- Director November 27, 2000
W. Ward Carey
--------------------------------- Director November 27, 2000
Richard Harris
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EXHIBIT INDEX
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NO. DESCRIPTION METHOD OF FILING
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4.1 EPL Technologies, Inc. 1998 Stock Filed with this Registration Statement.
Incentive Plan, as amended and restated
4.2 Amended and Restated Articles of Filed by reference to Exhibit 3.1 to the
Incorporation, as amended to date Company's Quarterly Report on Form 10-Q
(File No.0-28444) filed November 14, 1997.
4.3 Amended and Restated By-Laws, as Filed by reference to Exhibit 3.2 to the
amended to date Company's Quarterly Report on Form 10-Q
(File No. 0-28444) filed November 14, 1997.
4.4 Form of Warrant Agreement entered into Filed with this Registration Agreement.
between the Company and each of the
following individuals:
Peter W. Adolph
John Bendall
Joseph Cherry
Philip Hudson, Sr.
Joseph Huerd
John P. Kehoe
Antony E. Kendall
Garrett Rajkovich
Arthur Reynolds
William J. Schalleur
Jay Shrager
Lawrence S. Zaslow
4.5 Form of Warrant Agreement entered into Filed with this Registration Agreement.
between the Company and each of the
following individuals:
Peter W. Adolph
Philip Hudson, Sr.
Marc E. Komorsky
Robert Mattei
Lawrence S. Zaslow.
5.1 Opinion of Gibbons, Del Deo, Dolan, Filed with this Registration Statement.
Griffinger & Vecchione, P.C.
23.1 Consent of Deloitte & Touche LLP Filed with this Registration Statement.
23.2 Consent of Gibbons, Del Deo, Dolan, Included in Exhibit 5.1.
Griffinger & Vecchione, P.C.
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