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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
November 27, 1996
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Date of Report
(Date of Earliest Event Reported)
TOPRO, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 0-19167 84-1042227
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) I. D. Number)
2525 West Evans Avenue, Denver, Colorado 80219
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(Address of principal executive offices) (zip code)
(303) 935-1221
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Information concerning the Company's royalty interest in Direct
Measurement Corporation products and other events is incorporated by reference
from the Company's Press Release dated December 13, 1996, which is filed as
Exhibit 20.1 hereto.
On November 27, 1996, the company closed a private offering of 692,500
shares of its Common Stock to institutional and accredited investors. Net
proceeds to the company after legal, broker fees netted the Company
approximately $970,000. Proceeds will be used for working capital and
repayment of short term debt. The purchasers of the Shares were granted
certain registration rights with respect to the Shares. If the Company fails
to have a registration statement registering the Shares effective by February
1, 1997 the holders of the shares will be issued warrants to purchase one share
of common stock for every ten shares purchased in this offering. The penalty
warrants will be exercisable for two years from the date of issuance at a price
equal to the average closing bid price of the common stock for the five
business days prior to the issuance dates. The Company plans to use the net
proceeds of the offering for working capital and reduction of short-term debt.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits. The following exhibits are filed with this Report:
20.1 Press Release dated December 13, 1996
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Topro, Inc.
Date: December 13, 1996 By: /s/ John Jenkins
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John Jenkins
President and CEO
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
20.1 Press Release dated December 13, 1996
</TABLE>
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FOR IMMEDIATE RELEASE: NEWS
- ---------------------- Nasdaq Small Cap - TPRO
December 13, 1996
TOPRO ANNOUNCES DEVELOPMENTS AFFECTING ROYALTY INTEREST;
COMPLETES PRIVATE PLACEMENT; FILES REGISTRATION STATEMENT
DENVER, Colorado -- Topro, Inc. (Nasdaq-TPRO), a leading provider of automation
and information technology solutions to industry, today said that the recent
acquisition of Direct Measurement Corporation (DMC) by FMC Corporation(NYSE-
FMC) may result in a sooner-than-expected royalty stream to Topro from sales
of the DMC Flowmeter.
FMC Corporation, a leading worldwide producer of industrial machinery and
chemical products with annual sales in excess of $4.5 billion, acquired DMC in
November. Topro has been associated with DMC since 1994 when Topro made an
equity investment in DMC to fund final development of the Flowmeter - the
first-ever radial mode Coriolis flowmeter. Topro later sold its interest to
focus on expanding its core systems integration business, but retained a .7%
carried interest in Flowmeter sales, following the first $50 million in sales,
through the year 2008.
"FMC Corporation, through its ownership of Smith Meter, is a leading player in
the oil and gas flowmeter industry," said John Jenkins, CEO of Topro. " We
believe FMC's acquisition of the DMC Flowmeter will considerably accelerate the
Flowmeter's time to market."
Topro also announced that on November 27, 1996 it had completed a private
placement of 692,500 shares of Common Stock to institutional and accredited
investors. Proceeds will be used for working capital and repayment of short
term debt. The shares were issued pursuant to exemptions from registration
under the Securities Act of 1933 and may not be offered or sold by the
purchasers absent registration or an exemption from the registration
requirements of that Act.
In addition, Topro announced that on November 29, 1996 it filed a Registration
Statement to fulfil its obligation to seek registration for shares of Common
Stock to be offered by selling shareholders. The shares included in the
Registration Statement may be offered or sold only after the Registration
Statement is declared effective and only by means of the Prospectus.
Statements made in this news release that are not historical facts may be
forward looking statements. Actual events may differ materially from those
projected in any forward looking statement. There are a number of important
factors beyond the control of the Company that could cause actual events to
differ materially from those anticipated by any forward looking information. A
description of risks and uncertainties attendant to Topro and its industry and
other factors which could affect the Company's financial results are included
in the Company's Securities and Exchange Commission Filings.
o o o
CONTACTS:
Topro, Inc. Pacific Consulting
Group John Jenkins, CEO Scott
Liolis 303/935-1221 714/574-3860
