SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EPL Technologies, Inc.
(Name of Issuer)
Common Stock, $ .001 par value
(Title of Class of Securities)
268920204000
(CUSIP Number)
Ely D. Tendler, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 9, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|
Page 1 of 12 pages
Exhibit Index appears on page 10
<PAGE>
SCHEDULE 13D/A
CUSIP No. 268920204000
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
G.M.H., INC. 13-3104199
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) SEE ITEM 5
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7) SOLE VOTING POWER
4,670,487.5
NUMBER ----------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 0 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 4,670,487.5
REPORTING ----------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 0 (See Item 5)
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,670,487.5 (See Item 5)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.17%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D/A
CUSIP No. 268920204000
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JOSEPH GIAMANCO
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) SEE ITEM 5
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
3,527,412.5
NUMBER ----------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 4,670,487.5 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 3,527,412.5
REPORTING ----------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 4,670,487.5 (See Item 5)
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,527,412.5 (See Item 5)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.70%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D/A
CUSIP No. 268920204000
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
RONALD J. MENELLO
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) SEE ITEM 5
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
20,000
NUMBER ----------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 4,670,487.5 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 20,000
REPORTING ----------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 4,670,487.5 (See Item 5)
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000 (See Item 5)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
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<PAGE>
SCHEDULE 13D/A
CUSIP No. 268920204000
--------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GARY A. HERMAN
--------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) SEE ITEM 5
--------------------------------------------------------------------------------
3) SEC USE ONLY
--------------------------------------------------------------------------------
4) SOURCE OF FUNDS
PF
--------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7) SOLE VOTING POWER
15,000
NUMBER ----------------------------------------------------
OF 8) SHARED VOTING POWER
SHARES 4,670,487.5 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 15,000
REPORTING ----------------------------------------------------
PERSON 10) SHARED DISPOSITIVE POWER
WITH 4,670,487.5 (See Item 5)
--------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000 (See Item 5)
--------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|X|
--------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
--------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
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<PAGE>
Amendment No. 1 to Schedule 13D
Item 1. Security and Issuer.
This Amendment No. 1 (the "Amendment No. 1") amends the
Schedule 13D dated December 16, 1999 (the "Schedule 13D"), filed by G.H.M., Inc.
("G.H.M.") and other Filing Persons named therein relating to the Common Stock,
$.001 par value (the "Common Stock"), of EPL Technologies, Inc., a Colorado
corporation ("EPL"). Notwithstanding this Amendment No. 1, the Schedule 13D
speaks as of its date. Capitalized terms used herein without definition have the
meanings assigned to them in the Schedule 13D.
Item 3 of Schedule 13D, "Source and Amount of Funds or Other Consideration," is
amended and restated in its entirety as follows:
The shares of Common Stock reported to be owned by G.H.M., and
Joseph Giamanco were acquired in the open market and pursuant to the
Subscription Agreements (the "Subscription Agreements") dated December 1, 1999,
between G.H.M. and Joseph Giamanco, respectively, and EPL Technologies, Inc.,
pursuant to the Securities Purchase Agreements (the "Securities Purchase
Agreements"), dated December 9, 1999, between G.H.M. and Joseph Giamanco,
respectively, and Halifax Fund, L.P., an unaffiliated third party, pursuant to
the Securities Conversion Agreements (the "Securities Conversion Agreements"),
dated December 9, 1999, between G.H.M. and Joseph Giamanco, respectively, and
EPL Technologies, Inc., and pursuant to the Warrant Agreements (the "Warrant
Agreements"), dated December 9, 1999, between G.H.M. and Giamanco, respectively,
and EPL Technologies, Inc. The shares of Common Stock reported to be owned by
Ronald J. Menello and Gary A. Herman were acquired in the open market. The total
cost of the reported shares by G.H.M., Joseph Giamanco, Ronald J. Menello and
Gary Herman was $2,412,625, $2,853,074, $49,930 and $147,194, respectively. Such
costs were funded out of personal funds (and in the case of G.H.M., Inc.,
working capital), which may, at any given time, include margin loans made by
brokerage firms in the ordinary course of business.
Pursuant to the Subscription Agreements, because EPL did not file on or
before December 31, 1999 a registration statement with respect to the shares of
common stock of EPL purchased by each of G.H.M. and Joseph Giamanco under the
Subscription Agreements (including the shares of common stock underlying the
warrants issued to G.H.M. and Joseph Giamanco pursuant thereto), each of G.H.M.
and Joseph Giamanco were entitled to receive an immediately exercisable warrant
to purchase 50,000 additional shares of EPL common stock. In addition, because
such a registration statement was not declared effective by the Securities and
Exchange Commission (the "SEC") by January 31, 2000, each of G.H.M. and Joseph
Giamanco were entitled to receive an additional warrant to purchase 50,000
shares of EPL common stock, plus an additional warrant to purchase 50,000 shares
of EPL common stock for each thirty (30) days thereafter during which such
registration statement is not declared effective. Accordingly, on March 9, 2000,
each of G.H.M. and Joseph Giamanco received a warrant from EPL to purchase
150,000 shares of EPL common stock. On June 9, 2000, because such a registration
statement was still not declared effective by the SEC by such date, each of
G.H.M. and Joseph
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<PAGE>
Giamanco received an additional warrant from EPL to purchase 150,000 shares of
EPL common stock.
Item 5 of Schedule 13D, "Interest in Securities of the Issuer," is amended and
restated in its entirety as follows:
(a) The Reporting Persons beneficially own an aggregate of
8,232,900 shares of Common Stock, representing approximately 24.97% of the
Common Stock outstanding. G.H.M. owns 4,670,487.5 of such shares, representing
approximately 14.17% of the Common Stock outstanding, which number of shares
includes immediately exercisable five-year warrants to purchase 1,300,000 shares
at an exercise price of $0.5170 per share. Joseph Giamanco owns 3,527,412.5 of
such shares, representing approximately 10.70% of the Common Stock outstanding,
which number of shares includes immediately exercisable five-year warrants to
purchase 1,300,000 shares at an exercise price of $0.5170 per share. Ronald J.
Menello owns 20,000 of such shares, representing approximately .06% of the
Common Stock outstanding. Gary A. Herman owns 15,000 of such shares,
representing approximately .05% of the Common Stock outstanding.
(b) By reason of his position as president and chief executive
officer of G.H.M., and his 52% ownership interest in G.H.M., Joseph Giamanco may
be deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by G.H.M. By reason of his position as senior vice president
of G.H.M, and his 24% ownership interest in G.H.M., Ronald J. Menello may be
deemed to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by G.H.M. By reason of his position as senior vice president
of G.H.M. and his 24% ownership interest in G.H.M., Gary A. Herman may be deemed
to possess the power to vote and dispose of the shares of Common Stock
beneficially owned by G.H.M. Pursuant to Rule 13d-4 promulgated under the
Securities Exchange Act of 1934, as amended, (i) G.H.M., Inc., disclaims
beneficial ownership of all shares of Common Stock beneficially owned by Joseph
Giamanco, Ronald J. Menello and Gary A. Herman, (ii) Joseph Giamanco disclaims
beneficial ownership of all shares of Common Stock beneficially owned by Ronald
J. Menello, Gary A. Herman, and G.H.M., except to the extent of Mr. Giamanco's
actual economic interest in G.H.M., (iii) Ronald J. Menello disclaims beneficial
ownership of all shares of Common Stock beneficially owned by Joseph Giamanco,
Gary A. Herman and G.H.M., except to the extent of Mr. Menello's actual economic
interest in G.H.M., and (iv) Gary A. Herman disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Joseph Giamanco, Ronald J.
Menello and G.H.M., except to the extent of Mr. Herman's actual economic
interest in G.H.M.
(c) Except for the transactions reflected in this Amendment
No. 1 to Schedule 13D, none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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<PAGE>
Item 6 of Schedule 13D, "Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer," is amended and restated
in its entirety as follows:
In connection with the Subscription Agreements, Securities Purchase
Agreements, Securities Conversion Agreements and Warrant Agreements, each of
G.H.M. and Mr. Giamanco have been granted certain registration and other rights
as more fully set forth in the forms of such agreements attached hereto as
Exhibits.
In addition, pursuant to the Warrant Agreements, each of G.H.M. and Mr.
Giamanco hold immediately exercisable five-year warrants to purchase 1,300,000
shares of EPL Technologies Common Stock at an exercise price of $0.5170 per
share, and other rights as more fully set forth in the forms of such agreements
attached hereto as Exhibits.
Item 7 of Schedule 13D, "Material to be Filed as Exhibits," is amended and
restated in its entirety as follows:
Exhibit 1 Agreement of joint filing pursuant to Rule 13d-1(f)
promulgated under the Securities Exchange Act of 1934, as
amended.*
Exhibit 2 Subscription Agreement, dated December 1, 1999, between
G.H.M., Inc., and EPL Technologies, Inc.*
Exhibit 3 Subscription Agreement, dated December 1, 1999, between Joseph
Giamanco and EPL Technologies, Inc.*
Exhibit 4 Letter of Understanding, dated as of December 3, 1999, among
EPL Technologies, Inc., G.H.M., Inc., and Joseph Giamanco.*
Exhibit 5 Securities Purchase Agreement, dated December 9, 1999, between
G.H.M., Inc., and Halifax Fund, L.P.*
Exhibit 6 Securities Purchase Agreement, dated December 9, 1999, between
Joseph Giamanco and Halifax Fund, L.P.*
Exhibit 7 Securities Conversion Agreement, dated December 9, 1999,
between G.H.M., Inc., and EPL Technologies, Inc.*
Exhibit 8 Securities Conversion Agreement, dated December 9, 1999,
between Joseph Giamanco and EPL Technologies, Inc.*
Exhibit 9 Warrant Agreement, dated December 9, 1999, between G.H.M.,
Inc., and EPL Technologies, Inc.*
Exhibit 10 Warrant Agreement, dated December 9, 1999, between Joseph
Giamanco and EPL Technologies, Inc.*
Exhibit 11 Warrant Agreement (for additional warrants), dated December 9,
1999, between G.H.M., Inc., and EPL Technologies, Inc.*
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<PAGE>
Exhibit 12 Warrant Agreement (for additional warrants), dated December 9,
1999, between Joseph Giamanco and EPL Technologies, Inc.*
Exhibit 13 Warrant Agreement (for additional warrants), dated March 9,
2000, between G.H.M., Inc., and EPL Technologies, Inc.
Exhibit 14 Warrant Agreement (for additional warrants), dated March 9,
2000, between Joseph Giamanco and EPL Technologies, Inc.
Exhibit 15 Warrant Agreement (for additional warrants), dated June 9,
2000, between G.H.M., Inc., and EPL Technologies, Inc.
Exhibit 16 Warrant Agreement (for additional warrants), dated June 9,
2000, between Joseph Giamanco and EPL Technologies, Inc.
*Exhibit was previously filed.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Date: July 7, 2000
G.H.M., INC.
By: Joseph Giamanco, as President of
G.H.M., Inc.
/s/ Joseph Giamanco
Name: Joseph Giamanco
Joseph Giamanco
/s/ Joseph Giamanco
Name: Joseph Giamanco
Ronald J. Menello
/s/ Ronald J. Menello
Name: Ronald J. Menello
Gary A. Herman
/s/ Gary A. Herman
Name: Gary A. Herman
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
13 Warrant Agreement (for additional warrants),
dated March 9, 2000, between G.H.M., Inc.,
and EPL Technologies, Inc.
14 Warrant Agreement (for additional warrants),
dated March 9, 2000, between Joseph Giamanco
and EPL Technologies, Inc.
15 Warrant Agreement (for additional warrants),
dated June 9, 2000, between G.H.M., Inc., and
EPL Technologies, Inc.
16 Warrant Agreement (for additional warrants),
dated June 9, 2000, between Joseph Giamanco
and EPL Technologies, Inc.
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<PAGE>
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS
The name and present principal occupation or employment of
each of the executive officers and directors of G.H.M., Inc., are set forth
below. The principal business address of each of the sole director and the
officers of G.H.M., Inc., named below is c/o G.H.M., Inc., 74 Trinity Place, New
York, New York 10006.
G.H.M., Inc.
Name and Present Principal
Positions Held Occupation or Employment
-------------- ------------------------
Joseph Giamanco President, CEO of G.H.M., Inc.
President, CEO and Director
Ronald J. Menello Senior Vice President of G.H.M., Inc.
Gary A. Herman Senior Vice President of G.H.M., Inc.
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