TOPRO INC
10-C, 1996-06-06
ELECTRICAL INDUSTRIAL APPARATUS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-C

                REPORT OF ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM


                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
                      and rule 13a-17 or 15d-17 thereunder


                                  TOPRO, INC.                              
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                 2525 West Evans Avenue, Denver, Colorado 80219
                 ----------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code:    (303) 935-1221
                                                   --------------

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease of 5% or more in the number of shares
outstanding:

1.       Title of security: Common Stock, $.0001 par value
2.       Number of shares outstanding before the change: 6,320,553
3.       Number of shares outstanding after the change: 8,013,354
4.       Effective date of change: May 30, 1996
5.       Method of change: Issuance of shares from treasury

         Give brief description of transaction: Issuance of 92,800  restricted
         shares on May 30, 1996 in a private placement; issuance into escrow of
         1,600,000 restricted shares on May 30, 1996 in conection of Vision
         Engineering Holding Corporation, Inc shareholders to be held in escrow
         until final audit of the acquisition accounting is completed.

                         II.  CHANGE IN NAME OF ISSUER

1.       Name prior to change:
2.       Name after change:
3.       Effective date of charter amendment changing name:
4.       Date of shareholder approval of change, if required:


Date: June 5, 1996        
      ------------        
                                                Topro, Inc.
                          
                                                By:   /s/ John Jenkins     
                                                   ------------------------
                                                      John P. Jenkins
                                                      President and CEO


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