ONLINE POWER SUPPLY INC
8-K, 2000-05-25
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):   May 24, 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

OnLine  Power  Supply,  Inc. has  completed  the private sale (under rule 506 of
Regulation D of the 1933 Act, only to accredited  investors) of 4,076,750 shares
of restricted  common stock at $2.00 per share, for gross proceeds of $8,153,500
(net  proceeds  of  $7,330,000).  The net  proceeds  will be  applied to working
capital.

FORWARD-LOOKING STATEMENTS

         Except for the historical information,  all of the information which is
contained in this Form 8-K 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.

         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: May 24, 2000                         By:       /s/    Kris M. Budinger
                                                   -----------------------------
                                                   KRIS M. BUDINGER, President


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