ONLINE POWER SUPPLY INC
8-K, 2000-02-29
ELECTRIC SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 and 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (date of earliest event reported):   February 28, 2000


                            ONLINE POWER SUPPLY, INC.
- --------------------------------------------------------------------------------
              Exact Name of Registrant as Specified in its Charter)

           Nevada                      00-29669                 84-1176494
- -----------------------------    ---------------------     ---------------------
(State or other jurisdiction     (Commission File No.)       (I.R.S. Employer
      of incorporation)                                     Identification No.)



     6909 South Holly Circle, Suite 200
     Englewood, Colorado 80112                                       80112
- -------------------------------------------------------    ---------------------
    (Address of Principal Executive Offices)                     (Zip Code)


       Registrant's telephone number, including area code: (303) 741-5641


                                 Not Applicable
- --------------------------------------------------------------------------------
               (Former Name, Former Address or Former Fiscal Year,
                          if Changed From Last Report)




<PAGE>



ITEM 5.   OTHER EVENTS

         As of February 28, 2000,  the  registrant,  OnLine Power  Supply,  Inc.
learned  that  there  have  been  incidents  over the  past  three  weeks  where
statements  have been made in the Internet  (specifically  at the "Raging  Bull"
site) by  third  parties  about  statements  which  may  have  been  made by our
management.  Specifically,  the  statements  made  by  the  third  parties  have
concerned  the  current  status of  OnLine  Power  Supply,  Inc.'s  OPS  product
development efforts, when we may sign contracts with potential customers for our
OPS products,  status as approved vendors for certain potential  customers,  and
expected revenues from operations in 2000.

We wish to advise the public markets as follows:

We have to date signed no contracts for any of our OPS products.  We continue to
work  with  potential   customers  in  designing  OPS  products  to  meet  their
specifications,  but to date none of the final  approvals have been obtained and
there are no contracts  in place yet. At such time as we do sign a contract,  we
will file a Form 8-K with the SEC and make a simultaneous  press release to such
effect.

To date,  small  orders  for OPS  product  have been  received  for  engineering
evaluation  purposes.  We have not yet applied for a listing on the Nasdaq Small
Cap Market. We are considering making such an application in the future but have
not done so to date. If we do apply for such a listing, we don't know whether or
when we would be approved.

We remain  confident that our business plan ultimately will prove successful and
that we will be selling our OPS products in the future,  but only future  events
will prove us right, or wrong.

Forward-Looking Statements

Except for the historical information, all of the information which is contained
in this press  release are  "forward-looking"  statements  within the meaning of
section 27A of the 1933 Act and section 21E of the  Securities  Exchange  Act of
1934. Specifically, all statements regarding our business strategy and plans and
objectives of management for future operations are  forward-looking  statements.
These forward-looking statements are based on the beliefs of management, as well
as assumptions made by and information currently available to management.  These
statements  involve known and unknown risks,  including the risks resulting from
economic and market  conditions,  accurately  forecasting  operating and capital
expenditures and capital needs, successful anticipation of competition which may
not yet be fully developed, the uncertainties of litigation,  and other business
conditions. The use of the words "confident",  "prove", "anticipate," "believe,"
"estimate,"  "expect," "may," "will,"  "continue" and "intend" and similar words
or phrases,  are  intended by us to identify  forward-looking  statements  (also
known as "cautionary  statements").  These statements  reflect our current views
with respect to future  events.  They are subject to the  realization in fact of
assumptions,  but what we now think will happen may turn out to be inaccurate or
incomplete.  Our actual operating results and financial performance may prove to
be very different from what we now predict or anticipate.


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<PAGE>


Although we believe that our expectations  are reasonable,  we cannot assure you
that our expectations  will prove to be correct.  Based on changing  conditions,
should any one or more of these risks or  uncertainties  materialize,  or should
any of our  underlying  assumptions  prove  incorrect,  actual  results  for the
Company may vary substantially from what we now anticipate,  believe,  estimate,
expect or intend.  All subsequent  written and oral  forward-looking  statements
attributable to us are expressly qualified in their entirety by these cautionary
statements.

                                   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 hereunto duly authorized.

                                            ONLINE POWER SUPPLY, INC.


Dated: February 29, 2000                    By:       /s/    Kris M. Budinger
                                                   -----------------------------
                                                   KRIS M. BUDINGER, President


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