TOP SOURCE TECHNOLOGIES INC
8-K, 1996-05-31
PLASTICS PRODUCTS, NEC
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   SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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



         Date of Report (date of earliest event reported): May 31, 1996


                     TOP SOURCE TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)





                                    Delaware
                 (State or other jurisdiction of incorporation)



       1-11046                                          84-1027821
(Commission File Number)                      (IRS Employer Identification No.)



        7108 Fairway Drive, Suite 200, Palm Beach Gardens, FL 33418-3757
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code (407) 775-5756



          (Former name or former address, if changed since last report)





<PAGE>




Item 5. Other Events.

     In connection  with the safe harbor  provisions  of the Private  Securities
Litigation Reform Act of 1995, Top Source Technologies,  Inc. (the "Company") is
filing cautionary statements  identifying important factors that could cause the
Company's   actual  results  to  differ   materially  from  those  projected  in
forward-looking statements of the Company made by, or on behalf of the Company.

                                        2

<PAGE>



The following is filed as an Exhibit to this Report.


Exhibit Number 99

Description

Cautionary  Statement for Purposes of the Safe Harbor  Provisions of the Private
Securities Litigation Reform Act of 1995.


















                                                        Signatures


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized.


                          TOP SOURCE TECHNOLOGIES, INC.
                                  (Registrant)



By (Signature and Title):
                           Stuart Landow, President (Chief Executive Officer)


Dated: May 31, 1996


                                                                 3

<PAGE>



CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         The Company and its principal executive officers from time to time make
forward-looking  statements  which are identified as such. The Company wishes to
caution readers that the results  expected by any or all of the  forward-looking
statements may not occur.  Important  factors that could cause actual results to
differ  materially  from the  forward-looking  statements  include,  but are not
limited to, the following:

         o        Internal matters existing with potential  on-site oil analysis
                  customers or joint  venture  partners that may delay orders or
                  agreements or result in an anticipated business not occurring;

         o         General reluctance of potential OSA customers to adopt
                  new technology or change traditional ways of doing
                  business;

         o         The need to customize OSA software which could result in
                  unanticipated delays;

         o         Resolution of business and technology issues necessary in
                  order to consummate a Pacific Rim joint venture;

         o         Successful completion of tests by an oil refinery;

         o         A successful trial of an OSA by a railroad;

         o        The  results  of  on-going   discussions  with  interior  trim
                  suppliers and United States  automakers  concerning future Top
                  Source Automotive sales;

         o         The Company's ability to obtain contracts from other
                  automotive suppliers in order to fully utilize the
                  Company's assembly facilities; 

         o         Unanticipated business or contractual issues relating to
                  the Company's franchise relationship; and


         o          The master franchisor's ability to implement its OSA 
                   franschise program.  




                                                    EXHIBIT 99

  
<PAGE>




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