TOPRO INC, S-3/A, 1997-12-11

TOPRO INC
S-3/A, 1997-12-11
ELECTRICAL INDUSTRIAL APPARATUS

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As filed with the Securities and Exchange Commission on December 11, 1997
File No. 333-38201
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO.1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

TOPRO, INC.
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(Name of Registrant as specified in its charter)

COLORADO 84-1042227
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

<TABLE>
<S> <C>
John Jenkins, President
Topro, Inc.
2525 W. Evans Avenue 2525 W. Evans Avenue
Denver, Colorado 80219 Denver, Colorado 80219
(303) 935-1221 (303) 935-1221
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(Address, including zip code, and telephone (Name, address, including zip code
number, including area code, of and telephone number, including area
Registrant's principal executive offices) code, of agent for service)
</TABLE>

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It is requested that copies of all correspondence be sent to: Donna A. Key,
Esq., Key & Mehringer, P.C., 555 Seventeenth Street, Suite 3405, Denver,
Colorado 80202, telephone number (303) 295-2300, facsimile number (303)
296-1645.

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: ____

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: X
-----

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ______

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ______

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ______

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration statement becomes
effective on such date as the Securities and Exchange Commission acting pursuant
to said Section 8(a) may determine.

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<TABLE>
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered(1) be registered(2) offering price per share(3) aggregate offering price(3) registration fee(3)
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par 213,263 Shares $5.3125 $ 1,132,960 $ 343
value (4)
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Common Stock issuable upon 1,333,340 Shares $5.3125 $ 7,083,369 $2,146
Preferred Stock Conversion
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Common Stock issuable upon 868,333 Shares $5.3125 $ 4,613,019 $1,398
exercise of Warrants & Options
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Total 2,414,936 Shares $5.3125 $12,829,348 $3,887(5)
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SUPPLEMENTAL FEE TABLE(6)
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered(1) be registered(2) offering price per share(7) aggregate offering price(7) registration fee(7)
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par 955,000 Shares $6.25 $ 5,968,750 $1,809
value (4)
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Common Stock issuable upon 611,666 Shares $6.25 $ 3,822,913 $1,158
exercise of Warrants & Options
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Total 1,566,666 Shares $6.25 $9,791,663 $2,967(8)
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</TABLE>

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(1) For a description of the various securities referred to herein and the
transactions in which they were issued, SEE "Description of Securities -
Securities Registered Hereby"

(2) Pursuant to Rule 416, there also are being registered such additional
shares of Common Stock as may become issuable as a result of the
anti-dilution provisions of outstanding securities.

(3) Proposed maximum offering price and registration fee is based on the
closing sale price ($5.3125) reported by Nasdaq on October 13, 1997 (a date
within five business days prior to the initial filing hereof) pursuant to
Rule 457(c).

(4) Represents shares outstanding in the hands of Selling Securityholders.

(5) Previously paid.

(6) For purposes of calculating registration fee for additional securities
registered in Amendment No. 1.

(7) Proposed maximum offering price and registration fee is based on the
closing sale price ($6.25) reported by Nasdaq on December 8, 1997 (a
date within five business days prior to the filing of an amendment
registering additional securities) pursuant to Rule 457(c).

(8) Represents additional fee paid with this Amendment.

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TOPRO, INC.
CROSS REFERENCE SHEET

FORM S-3 SECTIONS IN PROSPECTUS
ITEM NO. CAPTION OR REGISTRATION STATEMENT

PART I INFORMATION REQUIRED IN PROSPECTUS

1 Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus . . . . . . . . Outside Front Cover Page

2 Inside Front and Outside Back
Cover Pages of Prospectus . . . . . Inside Front Cover Pages;
Table of Contents

3 Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . . . Risk Factors; Prospectus
Summary

4 Use of Proceeds . . . . . . . . . . Prospectus Summary; Use of
Proceeds

5 Determination of Offering Price . . Plan of Distribution

6 Dilution . . . . . . . . . . . . . Not Applicable

7 Selling Security Holders . . . . . Selling Shareholders

8 Plan of Distribution . . . . . . . Plan of Distribution

9 Description of Securities to be
Registered . . . . . . . . . . . . Description of Securities

10 Interest of Named Experts and
Counsel . . . . . . . . . . . . . . Not Applicable

11 Material Changes . . . . . . . . . Prospectus Summary - The
Company and Recent
Developments

12 Incorporation of Certain
Information by Reference. . . . . . Documents Incorporated by
Reference

13 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities . . . . . . . . . . Plan of Distribution -
Indemnification

PART II INFORMATION NOT REQUIRED IN
PROSPECTUS

14 Other Expenses of Issuance and
Distribution . . . . . . . . . . . Other Expenses of Issuance
and Distribution

15 Indemnification of Directors and
Officers . . . . . . . . . . . . . Indemnification of Directors
and Officers

16 Exhibits . . . . . . . . . . . . . Exhibits

17 Undertakings . . . . . . . . . . . Undertakings

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SUBJECT TO COMPLETION - PRELIMINARY PROSPECTUS DATED DECEMBER 11, 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

TOPRO, INC.

1,168,263 OUTSTANDING SHARES OF COMMON STOCK OFFERED BY SELLING SHAREHOLDERS
2,813,339 SHARES OF COMMON STOCK TO BE ISSUED TO AND OFFERED BY
SELLING SHAREHOLDERS

An aggregate of 3,981,602 shares (the "Shares") of $.0001 par value
Common Stock (the "Common Stock") of Topro, Inc. ("Topro" or the "Company")
may be offered by certain shareholders (the "Selling Shareholders") from time
to time in the public market. All proceeds received from the sale of the
Shares offered by the Selling Shareholders will accrue to the benefit of the
Selling Shareholders and not to the Company. Up to 2,813,339 of the Shares
which may be offered by the Selling Shareholders are not outstanding on the
date of this Prospectus, but may be issued by the Company after the date of
this Prospectus upon exercise of outstanding warrants or options or upon the
conversion of Series A Convertible Preferred Stock held by Selling
Shareholders. These Shares may be resold in the public market by the Selling
Shareholders. The Company will receive the exercise or conversion price paid
for issuance of those Shares; however, any difference between that price and
the price at which the Shares are sold in the market by the Selling
Shareholders will accrue to the benefit of the Selling Shareholders. Sales
of any of these previously restricted Shares into the public market could
impact the market adversely so long as this Offering continues. SEE "Risk
Factors."

The Common Stock is traded in the over-the-counter market and quoted on
the National Association of Securities Dealers Automated Quotation System
("Nasdaq") Small-Cap Market under the symbol "TPRO." On December 8, 1997,
the closing sale price of the Common Stock as reported by Nasdaq was $6.25.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" ON PAGES FIVE THROUGH NINE FOR DISCUSSION OF
CERTAIN MATERIAL RISKS IN CONNECTION WITH THE COMPANY WHICH PROSPECTIVE
INVESTORS SHOULD CONSIDER PRIOR TO PURCHASING THE SECURITIES OFFERED HEREBY.

The Shares will be offered by the Selling Shareholders through dealers or
brokers in the over-the-counter market. The Shares may also be sold in
privately negotiated transactions. Sales through dealers or brokers are
expected to be made with customary commissions being paid by the Selling
Shareholders. Payments to persons assisting the Selling Shareholders with
respect to privately negotiated transactions will be negotiated on a
transaction-by-transaction basis. The Selling Shareholders have advised the
Company that prior to the date of this Prospectus they have made no
agreements or arrangements with any underwriters, brokers or dealers
regarding the sale of the Shares. SEE "Plan of Distribution." Any
commissions and/or discounts on the sale of Shares offered by the Selling
Shareholders will be paid by the Selling Shareholders, and all other expenses
related to the filing of the registration statement to which this offering
relates are being paid by the Company.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
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UNDERWRITING DISCOUNTS PROCEEDS TO SELLING
PRICE TO PUBLIC(1) AND COMMISSIONS(2) SHAREHOLDERS(3)
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<S> <C> <C> <C>
Per Share ................... $ 6.25 $ .50 $ 5.75
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Total ....................... $24,885,012.50 $1,990,801.00 $22,894,211.50
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</TABLE>
(1) The Price per Share represents the closing sale price as reported by Nasdaq
on December 8, 1997. These Shares will be offered from time to time by the
Selling Shareholders at market prices by the Selling Shareholders after
exercise of outstanding options or warrants or conversion of the Series A
Convertible Preferred Stock. SEE "Description of Securities."
(2) For purposes of this table, comissions payable on sales by Selling
Shareholders have been estimated at 8%.
(3) The Company is obligated to pay all expenses of registration, including
legal and accounting fees, filing fees and printing expenses, estimated to
total $30,000. Selling Shareholders will pay fees of separate counsel, if
any, retained to assist with the registration. The Company is not aware of
separate counsel retained by any Selling Shareholders. SEE "Plan of
Distribution."

THE DATE OF THIS PROSPECTUS IS _______, 1997.

<PAGE>

AVAILABLE INFORMATION; DOCUMENTS INCORPORATED BY REFERENCE

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("the 1934 Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The
Company's Common Stock and Redeemable Common Stock Purchase Warrants are
quoted on the Nasdaq Small-Cap Market and, therefore, copies of such
documents and other information are provided to the National Association of
Securities Dealers, Inc. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities maintained by
the Commission at its principal office at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: in Chicago, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and in New York, 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such materials can be obtained at prescribed rates
by written request addressed to the Commission, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, copies of such
documents and other information are provided to Nasdaq and can be inspected
at the Nasdaq offices maintained at the National Association of Securities
Dealers, Inc., 1735 "K" Street, Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements
and other information regarding the Company and the address of such Web site
is (http://www.sec.gov).

The Company provides annual reports, including audited financial
statements, to its shareholders on request and as required under the 1934 Act.

The Company has filed with the Commission in Washington, D.C. a
Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, with respect to the Common Stock offered hereby. As permitted by
the rules and regulations of the Commission, this Prospectus does not contain
all of the information set forth in the Registration Statement and the
exhibits thereto. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits filed or incorporated as a part thereof, copies of
which can be inspected at, or obtained at prescribed rates from, the Public
Reference Section of the Commission at the address set forth above.

The following documents filed by the Company with the Commission are
incorporated into this Prospectus by reference: (1) Annual Report on Form
10-KSB for the fiscal year ended June 30, 1997 filed with the Commission on
October 10, 1997 as amended by Form 10-KSB/A No. 1 and No. 2, filed with the
Commission on October 27, 1997 and December 9, 1997, respectively; (2) Current
Report on Form 8-K dated October 16, 1997 filed with the Commission on
October 16, 1997; (3) Current Report on Form 8-K dated November 3, 1997,
filed with the Commission on November 4, 1997; (4) Quarterly Report on Form
10-QSB for the quarter ended September 30, 1997, filed with the Commission on
November 14, 1997; (5) Current Report on Form 8-K dated November 21, 1997,
filed with the Commission on December 2, 1997, as amended by Form 8-K/A No. 1
filed with the Commission on December 11, 1997; (6) Preliminary Proxy Materials
for the Annual Meeting of Shareholders, filed with the Commission on December 4,
1997; (7) all other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of the initial filing of this
registration statement and prior to effectiveness of this registration

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statement; and (8) all other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date hereof and
prior to the termination of the offering of the Shares, which documents shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such documents. Any statement contained herein or in any
documents incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that statements contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

Any person receiving a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any and all of the documents
incorporated by reference herein (not including exhibits to those documents,
unless such exhibits are specifically incorporated by reference into the
information that the Prospectus incorporates). Requests for such documents
should be directed to Shareholder Relations, Topro, Inc., 2525 W. Evans Ave.,
Denver, CO 80219, telephone (303)935-1221.

FORWARD-LOOKING STATEMENTS

Statements made in this Prospectus, including statements contained in
information incorporated by reference, that are not historical or current
facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Act and Section 21E of the 1934 Act. These
statement often can be identified by the use of terms such as "may," "will,"
"expect," "anticipate," "estimate," or "continue," or the negative thereof.
The Company intends that such forward-looking statements be subject to the
safe harbors for such statements. Forward-looking statements are subject to
certain risks and uncertainties that could cause actual results and events to
differ materially from historical results of operations and events and those
presently anticipated or projected. The Company wishes to caution readers
not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. Any forward-looking statements represent
management's best judgment as to what may occur in the future. However,
forward-looking statements are subject to risks, uncertainties and important
factors beyond the control of the Company that could cause actual results and
events to differ materially form historical results of operations and events
and those presently anticipated or projected. 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 statement.
These factors include those discussed in this Prospectus under the heading
"Risk Factors" and in the "Management's Discussion and Analysis" sections of
the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30,
1997, and in its other Securities and Exchange Commission filings
incorporated herein by reference. Such factors include adverse economic
conditions, entry of new and stronger competitors, inadequate capital,
unexpected costs, failure to integrate operations of recently acquired
subsidiaries and failure to capitalize upon access of new clientele.
Additional risks and uncertainties which may affect forward-looking
statements about the Company's Plant Y2K One-TM- business and prospects
include

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the possibility that a competitor will develop a more comprehensive or less
expensive Y2K solution, delays in market awareness of Topro and its product
and service solutions, possible delays in Topro product roll out, which could
have an immediate and material adverse effect by placing Topro behind its
competitors for a time sensitive product and inability to engage qualified
staff as needed. The Company disclaims any obligation subsequently to revise
any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus and the documents
incorporated by reference herein.

THE COMPANY AND RECENT DEVELOPMENTS

Topro, Inc., d/b/a TAVA Technologies, Inc. is an industrial technology
company providing control system integration products and services through
six wholly-owned subsidiaries: Topro Systems Integration, Inc. ("TSI"),
Management Design & Consulting Services, Inc. ("MDCS"), headquartered in
Atlanta, Georgia; Advanced Control Technology, Inc. ("ACT"), headquartered in
Albany, Oregon; Visioneering Holding Corp. and its subsidiary Vision
Engineering Corporation ("VHC"), headquartered in Cypress, California; and
All-Control Systems, Inc. ("ACS") headquartered in West Chester,
Pennsylvania. The Company's executive offices and the offices of TSI are
located at 2525 West Evans Avenue, Denver, Colorado 80219, telephone (303)
935-1221.

Changes, if any, in the Company's affairs which have occurred since the
end of the latest fiscal year for which audited financial statements were
included in the Company's latest Annual Report incorporated herein by
reference are described in subsequent reports on Form 10-Q or Form 8-K which
are also incorporated herein by reference.

THE OFFERING

Pursuant to this Prospectus, the Selling Shareholders may from time to
time offer all or any portion of an aggregate of 3,981,602 Shares of Common
Stock in the over-the-counter market through underwriters, dealers or
brokers or in independently negotiated transactions. SEE "Selling
Shareholders" and "Plan of Distribution." The Company will not receive any
proceeds from the sale of Shares offered by the Selling Shareholders. As of
the date of this Prospectus, 1,168,263 of the Shares registered for public sale
are outstanding, and 2,813,339 of the Shares have not yet been issued, but
may be purchased from the Company by Selling Shareholders upon exercise of
warrants or options or upon conversion of Series A Convertible Preferred
Stock and resold by the Selling Shareholders pursuant to this Prospectus. SEE
"Description of Securities." The Company will receive the cash proceeds from
the exercise, if any, of warrants and options.

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<PAGE>

RISK FACTORS

The securities offered are speculative and involve a high degree of risk.
Factors which may affect the Company's business and the securities offered
hereby include uncertain financial condition, lack of profitability, possible
need for additional capital, substantial debt and the likely adverse effect
of this Offering on the market price of the Company's Common Stock. SEE
"Risk Factors."

USE OF PROCEEDS

Any net proceeds to the Company from the exercise of outstanding warrants
or options will be used for working capital. SEE "Use of Proceeds."

RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should carefully consider the following factors in
evaluating the Company and its business before purchasing the Common Stock
offered hereby.

FINANCIAL CONDITION; WORKING CAPITAL NEEDS. The Company has incurred net
losses for the past five years and reported net losses of $2,735,000 and
$1,855,000 for the fiscal years ended June 30, 1997 and 1996, respectively.
For the quarter ended September 30, 1997, the Company's net loss was $605,000.
The Company has experienced negative cash flow from operations and has
experienced severe cash flow issues during the past fiscal year. During the
past two fiscal years, the Company has assumed bank debt and additional
overhead expenses of companies it acquired, issued over $4,000,000 in
convertible debt obligations to provide working capital, and began to
allocate resources to its Plant Y2K initiative, which is not expected to
generate significant revenues prior to the third quarter of fiscal 1998. The
Company also has significant working capital issues related to payment and
claims issues on contracts in progress. At June 30, 1997, the Company's
working capital was $168,000. SEE Consolidated Financial Statements and
Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." During the quarter ended September 30,
1997 the Company received cash proceeds from the exercise of options and
warrants, which significantly improved its working capital position to
$4,097,000 at quarter end. However, the Company likely will seek additional
debt or equity financing to consolidate bank debt, complete development and
establish volume sales of its Year 2000 product offerings, and to fund
increased cash requirements arising from recent acquisitions and expanded
operations. Any issuance of equity securities would result in dilution to
the interests of the Company's shareholders and any issuance of debt
securities would subject the Company to risks that interest rates may
increase or cash flow may be insufficient to repay such indebtedness.

RISKS ASSOCIATED WITH ACQUISITIONS. Over the past few years the Company
has acquired four independent control systems integrators ("CSIs"). Although
the Company believes it has an adequate infrastructure to support these
acquisitions, there can be no assurance that its current management,
personnel and other corporate infrastructure will be adequate to manage the
Company's

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growth and operations which are geographically dispersed. Integrating the
operations of acquired companies may take management time and attention away
from the Company's day-to-day operations. Any inability to integrate an
acquired business into its operations, particularly in instances in which the
Company has made a significant capital investment, could have a material
adverse effect on the Company's results of operations.

DEPENDENCE ON MANAGEMENT. The Company's prospects for success currently
are greatly dependent upon the efforts and active participation of its
management team, including its Chief Executive Officer, John Jenkins, its
Chief Operating Officer, Kevin Fallon, and its Vice-President and Chief
Financial Officer, Douglas H. Kelsall. Due to the relatively recent
acquisition of MDCS, ACT, VHC and ACS, the Company also is dependent upon
management of those subsidiaries to provide continuity and assist in the
integration of those new operations into Topro's infrastructure. The loss of
the services of any key member of management could be expected to have an
adverse effect on the Company over the near term.

SIGNIFICANT DEBT; ASSET ENCUMBRANCES; RESTRICTIVE COVENANTS. At June 30,
1997, the Company had debt obligations totaling $7,573,000. At September 30,
1997, the Company's debt obligations totaled $4,811,000. Repayment of the
$2,015,000 principal balance of 9% Convertible Debentures remaining unconverted
will commence on March 1, 1999. With regard to the other debt obligations,
$2,151,000 is scheduled to mature prior to June 30, 1998. This significant
indebtedness could have important consequences to the holders of Common Stock
by restricting the Company's ability to obtain additional financing for working
capital, acquisitions or other purposes in the future and by creating the risk
that violation of a covenant or other term of the loan agreement could cause
the outstanding balance of the loan to become due, putting all of its assets
at risk. The Company's ability to make scheduled payments of principal or
interest on, or to refinance, the Debentures and bank debt will depend on future
operating performance and cash flow, which are subject to prevailing economic
conditions and financial, competitive and other factors beyond its control.
The terms of the Debentures impose substantial conditions on the Company's
ability to redeem or prepay the Debentures. The loan agreements pursuant to
which these Debentures were issued contain numerous financial, operating and
general covenants and require the Company and its subsidiaries to meet
certain financial ratios and tests. Until January 1, 1998, the minimum
financial standards under the Debentures are as follows: debt to equity
ratio, as defined in the Debenture Loan Agreement, no greater than three to
one; current ratio no less than one to one; tangible net worth not less than
negative $1,500,000. EBITDA to interest expense shall be no less than .25 to
one through September 30, 1997 and .75 to one thereafter until January 1,
1998. Thereafter, the minimum financial standards revert to the following:
debt to equity ratio not greater than 3.6 to one; minimum

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tangible net worth of $1,000,000; and EBITDA times interest expense of not
less than 1.5 to one. A failure to comply with the loan agreement covenants
could result in an event of default which could permit acceleration of the
debt. The obligations of the Company under the loan agreements are secured
by a pledge of all of the capital stock of ACT, VHC and ACS and by a first
priority security interest in substantially all of the assets of Topro and
its subsidiaries. If the Company becomes insolvent or is liquidated, or if
payment under the loan agreement is accelerated, the investor would be
entitled to exercise remedies available to secured creditors under applicable
law and pursuant to the loan agreement. Accordingly, the Debenture holders
will have a prior claim on the assets of the Company and its subsidiaries.
In addition to the Debentures, the Company and its subsidiaries have other
outstanding credit facilities for which assets of the subsidiaries are
pledged as collateral. If the Company is not successful in refinancing these
credit facilities, its overall liquidity would be negatively impacted and
default could result in acceleration of other obligations, including the
Debentures. Foreclosure on the assets pledged to secure repayment of the
Debentures and other debt could reduce the Company's assets to a level at
which assets were not sufficient to make any distribution to shareholders in
the event of liquidation. SEE Consolidated Financial Statements and Notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

MARKET OVERHANG. As of December 1, 1997, the Company has reserved
3,722,258 shares for issuance upon exercise, and 2,676,641 shares for
issuance upon conversion of, outstanding securities, and has registered most
of those shares, together with a significant number of privately issued
shares, for public sale by the holders pursuant to this Prospectus, and two
registration statements filed previously. The outstanding privately issued
Shares were acquired from the Company, and shares are issuable upon
conversion of Preferred Stock and exercise of warrants and options, at prices
substantially below the current market price. Any sale into the public
market of Shares purchased privately could be expected to have a depressive
effect on the market price of the Company's Common Stock. SEE "Description
of Securities."

POSSIBLE CHANGE IN CONTROL DUE TO SALES UNDER THIS PROSPECTUS. Shares
registered for sale pursuant to this Prospectus include shares issuable upon
exercise and conversion of securities beneficially owned by principal
shareholders and employees of the Company. Absent this Prospectus, those
Shares could not be sold into the public market until one year following the
date of exercise or conversion. Shares registered for sale under this
Prospectus represent approximately 19% of the Company's outstanding Common
Stock. If all of those Shares are sold, current principal shareholders would
no longer have any ability to influence the Company and a change in control
could be effected.

INDUSTRY AND ECONOMIC CONDITIONS. A sizable portion of the Company's
business is comprised of projects representing capital expenditures, rather
than expense items, to its customers. Management believes that its customer
base is susceptible to general depressive economic factors which cause such
capital projects to be delayed and scaled back and payments to be postponed
and disputed. Although general economic factors may affect all industries,
management believes that the Company's business may be more susceptible than
many due to the high cost of these projects.

NO DIVIDENDS. Topro has not paid dividends since inception on its Common
Stock, and it does not contemplate paying dividends in the foreseeable future
on its Common Stock in order to use all of its earnings, if any, to finance
expansion of its operations. Moreover, the Company is required to pay a
cumulative annual dividend of $.90 per share on its Series A Convertible
Preferred Stock, before any dividend may be declared or paid to holders of
Common Stock. SEE "Market for the Company's Common Equity and Related
Shareholder Matters - Dividends."

-7-
<PAGE>

PREFERRED STOCK. Topro is authorized to issue up to 10,000,000 shares of
preferred stock. The Board of Directors has the power to establish the
dividend rates, liquidation preferences, voting rights, redemption and
conversion terms and privileges with respect to any series of preferred
stock. The issuance of any shares of preferred stock having rights superior
to those of Topro's Common Stock may result in a decrease in the value or
market price of the Common Stock, provided a market exists, and further could
be used by the Board as a device to prevent a change in control of Topro.
Holders of preferred stock may have the right to receive dividends, certain
preferences in liquidation and conversion rights. As of the date of this
Prospectus, there are 133,334 Shares of Preferred Stock issued and
outstanding designated as "Series A Convertible Preferred Stock." The Series
A Convertible Preferred Stock has a 6% cumulative annual dividend and has the
right to vote, at the rate of ten votes per share, on all matters submitted
to a vote of shareholders. SEE "Description of Securities - Preferred Stock."

USE OF PROCEEDS

The Company will not receive any proceeds from sales of Shares by the
Selling Shareholders and will not receive any cash proceeds if its
outstanding Convertible Preferred Stock is converted to Common Stock. The
Company will receive cash proceeds from the exercise, if any, of outstanding
warrants and options. If all the options and warrants are exercised by the
Selling Shareholders, after deduction of expenses of the offering estimated
to total $30,000 the Company would receive approximately $3,431,073 in net
proceeds, which will be used for working capital.

SELLING SHAREHOLDERS

The following table sets forth information known to the Company regarding
the beneficial ownership of Shares of the Company's Common Stock as of
November 24, 1997 and as adjusted to reflect the sale of the Shares offered
hereby, by each Selling Shareholder. The information set forth below is
based upon information concerning beneficial ownership provided to the
Company by each Selling Shareholder. Except as otherwise indicated below,
each of the persons named in the table has sole voting and investment power
with respect to the shares set forth opposite such person's name.

-8-
<PAGE>

<TABLE>
Shares Beneficially Owned Shares Beneficially
Prior to Offering(1) Number of Shares Offered Hereby Owned After Offering
-------------------------- --------------------------------- ----------------------
Shares Underlying
Name Number Percent Shares Convertible Securities(2) Number(3) Percent(3)
- ----------------------------------- ------ ------- ------ ------------------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
E. Gregory Fisher 30,000 * -0- 10,000 20,000 *
H. Robert Gill 45,000 * -0- 15,000 30,000 *
Kaljit Hairon 3,500 * 500 3,000 -0- *
James Haney 42,000 * 6,000 36,000 -0- *
H. Robert Hodge 45,000 * -0- 15,000 30,000 *
John Jenkins 587,142(5) 3.25% -0- 235,000 352,142 1.95%
J. Scott Liolios 35,500 * -0- 35,500 -0- *
Don Mounchou 28,000 * 4,000 24,000 -0- *
Steve Patino 2,000 * -0- 2,000 -0- *
Ponte Vedra Partners Ltd. 100,000 * 100,000 -0- -0- *
Pro Futures Bridge
Capital Fund, Inc. 1,823,339 9.57% -0- 1,823,339 -0- *
Mark Qualey 2,000 * -0- 2,000 -0- *
Renaissance Capital Group, Inc. 1,368,301 7.19% -0- 25,000 1,343,301 7.06%
Tom Reski 28,000 * 4,000 24,000 -0- *
Randy J. Sasaki 35,500 * -0- 35,500 -0- *
Elliott S. & Lois C. Schlissel 8,000 * 8,000 -0- -0- *
David Sidhu 3,500 * 500 3,000 -0- *
Jagir Singh Sidhu 3,500 * 500 3,000 -0- *
Surjit Sidhu 3,500 * 500 3,000 -0- *
Michael C. Taylor Family
Revocable Living Trust 532,000 3.11% 76,000 456,000 -0- *
John R. Teed, Jr. 14,000 * 2,000 12,000 -0- *
Valor Capital Managment, LP 225,000 1.27% 225,000 -0- -0- *
Barry Wagoner 14,000 * 2,000 12,000 -0- *
Willet Partners 30,000 * 30,000 -0- -0- *
</TABLE>

- -------------------------
* Less than one percent.

(1) Beneficial ownership is calculated in accordance with Rule 13d-3(d) of
the Securities Exchange Act of 1934, as amended. Under Rule 13d-3(d),
shares not outstanding that are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding
for the purpose of calculating the number and percentage owned by such
person of the class, but not deemed outstanding for the purpose of
calculating the percentage owned of the class by any other person.

(2) The number of Shares underlying the Convertible Securities and offered for
sale by the Selling Shareholders is subject to adjustment in accordance
with anti-dilution provisions of the Convertible Securities.

(3) Assumes that the Convertible Securities are converted/exercised and all
Shares registered are sold by the Selling Shareholders.

(4) Includes Shares subject to a lock-up agreement with Renaissance and
Bathgate McColley Capital Group LLC whereby the holders have agreed that
without prior consent they will sell no more than 22% of the shares issued
in the ACT merger prior to February 7, 1998, and no more than 25% of those
shares prior to February 7, 1999. In the event other shareholders subject
to this lock-up agreement sell less than 22% and 25% of their Shares during
such period, other shareholders may sell more so long as the aggregate
number of Shares sold by the group does not exceed 22% and 25%,
respectively.

-9-
<PAGE>

RELATIONSHIPS AND TRANSACTIONS WITH CERTAIN SELLING SHAREHOLDERS

Martin Fallon, Sr., Helen Fallon and Martin Fallon, Jr. were officers,
directors and/or shareholders of ACS at the time ACS was acquired by the
Company. In connection with the acquisition each of these persons in his
individual capacity or as an officer, director or shareholder of ACS, entered
into agreements which were related to and which were exhibits to the
Agreement of Merger dated December 31, 1996. One of the related agreements
includes an escrow arrangement relating to a potential deferred tax liability
due to the termination of ACS' status as a subchapter S corporation at the
time of acquisition. This escrow arrangement generally provides that 61,733
shares issued in connection with the acquisition are to be held to cover the
deferred tax liability should the Company be required to pay the liability.
The escrow shares include 6,494 shares held by Helen & Martin Fallon, Sr. as
joint tenants and 9,754 shares held by Martin Fallon, Jr. The amount of
shares held in escrow will be reduced as the deferred tax liability is
reduced on the Company's books. The Selling Shareholders can replace the
escrowed shares with cash or other collateral acceptable to the Company,
thereby freeing the shares from the escrow arrangement. Other agreements
related to the Agreement of Merger include a sales representation agreement
and an option to purchase certain of ACS' software products relating to the
color printing industry. Both agreements are between ACS and Fallon
Technology, Inc. ("Fallon Tech"), a Pennsylvania corporation owned by members
of the Fallon family, including Kevin Fallon, COO of the Company. Under these
agreements Fallon Tech is granted, among other things, the exclusive
authority and right to use, demonstrate, sell, and grant sub-licenses of
certain technology, and the right to purchase an exclusive license with
respect to the color printing technology.

E. Gregory Fisher is a president of the Company's MDCS subsidiary.

Shares registered on behalf of Messrs. Liolios, Qualey, Patino and
Sasaki are those underlying options granted to Pacific Consulting Group, Inc.
pursuant to a consulting agreement. Pacific Consulting Group, Inc. has been
engaged by the Company as a consultant since February 1, 1996.

H. Robert Gill currently serves as a director of the Company. Messrs.
Ethridge and Hodge are former directors of the Company. Mr. Ethridge also
served as the Company's President until January 1995 and its Chairman until
August 1997.

PLAN OF DISTRIBUTION

SALE OF SECURITIES BY SELLING SHAREHOLDERS

The Selling Shareholders have advised the Company that prior to the date
of this Prospectus they have not made any agreements or arrangements with any
underwriters, brokers or dealers regarding the resale of the Shares. The
Company has been advised by the Selling Shareholders that the Shares may at
any time or from time to time be offered for sale either directly by the
Selling Shareholders or by their transferees or other successors in interest.
Such sales may be made in the over-the-counter market or in privately
negotiated transactions.

-10-
<PAGE>

The Selling Shareholders have exercised their right to require the
Company to register the Shares which the Selling Shareholders received from
the Company in connection with: (1) the acquisition of ACS, a private
transaction; or (2) the purchase of the securities in a private transaction.
The Selling Shareholders were granted certain registration rights pursuant
to which the Company has agreed to maintain a current registration statement
to permit public sale of the Shares. The Company will pay all of the
expenses incident to the offering and sale of the Shares to the public by the
Selling Shareholders other than commissions and discounts of underwriters,
dealers or agents, if any. Expenses to be paid by the Company include legal
and accounting fees in connection with the preparation of the Registration
Statement of which this Prospectus is a part, legal fees in connection with
the qualification of the sale of the Shares under the laws of certain states,
registration and filing fees, printing expenses, and other expenses. The
Company will not receive any proceeds from the sale of the Shares by the
Selling Shareholders. However, the Company will receive the exercise price of
the Warrants and Options if and when they are exercised.

The Company anticipates that the Selling Shareholders from time to time
will offer the Shares through: (i) dealers or agents or in ordinary
brokerage transactions; (ii) direct sales to purchasers or sales effected
through an agent; (iii) privately negotiated transactions; or (iv)
combinations of any such methods. The Shares would be sold at market prices
prevailing at the time of sale or at negotiated prices. Dealers and brokers
involved in the offer and sale of the Shares may receive compensation in the
form of discounts and commissions. Such compensation, which may be in excess
of ordinary brokerage commissions, may be paid by the Selling Shareholders
and/or the purchasers of Shares for whom such underwriters, dealers or agents
may act. The Selling Shareholders and any dealers or agents which
participate in the distribution of the Shares may be deemed to be
"underwriters" as defined in the Securities Act of 1933, as amended (the
"1933 Act") and any profit on the sale of the Shares and any discounts,
commissions or concessions received by any dealers or agents might be deemed
by the NASD to constitute underwriting compensation.

If the Company is notified by the Selling Shareholders that any material
arrangement has been entered into with an underwriter for the sale of Shares,
a supplemental prospectus will be filed to disclose such of the following
information as the Company believes appropriate: (i) the name of the
participating underwriter; (ii) the number of Shares involved; (iii) the
price at which such Shares are sold; (iv) the commissions paid or discounts
or concessions allowed to such underwriter; and (v) other facts material to
the transaction.

Sales of Shares in the over-the-counter market may be by means of one or
more of the following: (i) a block trade in which a broker or dealer will
attempt to sell the Shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (ii) purchases by a
dealer as principal and resale by such dealer for its account pursuant to
this Prospectus; and (iii) ordinary brokerage transactions and transactions
in which the broker solicits purchasers. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate.

-11-
<PAGE>

The sale of the Shares by the Selling Shareholders could be expected to
have a depressive effect upon the market price of the Company's Common Stock
and hamper the Company's ability to raise further capital. SEE "Risk Factors -
Market Overhang."

PRIVATE SALE OF COMMON STOCK BY THE COMPANY

The Company will issue Shares of "restricted" Common Stock to the
Selling Shareholders upon their exercise of outstanding warrants or options
or conversion of outstanding Series A Convertible Preferred Stock. The
Company anticipates that Shares issued upon exercise/conversion of these
securities will be sold by the Selling Shareholders as described above.

INDEMNIFICATION

The Company's Articles of Incorporation provide that the Company shall
indemnify any officer, employee, agent or director against liabilities
(including the obligation to pay a judgment, settlement, penalty, fine or
expense), incurred in a proceeding (including any civil, criminal or
investigative proceeding) to which the person was a party by reason of such
status. Such indemnity may be provided if the person's actions resulting in
the liabilities: (i) were taken in good faith; (ii) were reasonably believed
to have been in the Company's best interest with respect to actions taken in
the person's official capacity; (iii) were reasonably believed not to be
opposed to the Company's best interest with respect to other actions; and
(iv) with respect to any criminal action, the director had no reasonable
grounds to believe the actions were unlawful. Unless the person is
successful upon the merits in such an action, indemnification may generally
be awarded only after a determination of independent members of the Board of
Directors or a committee thereof, by independent legal counsel or by vote of
the shareholders that the applicable standard of conduct was met by the
director to be indemnified.

A director, employee, agent, or officer who is wholly successful, on the
merits or otherwise, in defense of any proceeding to which he or she was a
party, is entitled to receive indemnification against reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. In
addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted
for indemnification of directors, if consistent with law and if provided for
by its articles of incorporation, bylaws, resolution of its shareholders or
directors or in a contract.

In connection with this Offering the Company and the Selling
Shareholders have agreed to indemnify each other against certain civil
liabilities, including liabilities under the Securities Act of 1933, as
amended. Insofar as indemnification for liabilities arising under the Act of
1933 may be permitted to directors, officers and controlling persons of the
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable.

-12-
<PAGE>

DESCRIPTION OF SECURITIES

As of the date of this Prospectus, the Company is authorized to issue
200,000,000 Shares of $.0001 par value Common Stock and 10,000,000 Shares of
$.0001 par value Preferred Stock. No holder of any shares has any preemptive
right to subscribe for any of the Company's securities. Management is not
aware that any provision in the Company's Articles of Incorporation or Bylaws
would delay, defer or prevent a change in control of the Company.

NO CUMULATIVE VOTING. Each holder of Common Stock is entitled to one
vote per Share with respect to all matters that are required by law to be
submitted to Security holders. Security holders are not entitled to
cumulative voting in the election of directors. Accordingly, the holders of
more than 50% of the Shares voting for the election of directors can elect
100% of the directors if they choose to do so; and, in such event, the
holders of the remaining Shares voting for the election of the directors will
be unable to elect any person or persons to the Board of Directors.

DIVIDEND POLICY. Since its inception the Company has not paid any cash
dividends on its Common Stock. Dividends are payable when and if declared by
the Board of Directors from funds legally available therefor. Any declaration
in the future on any cash or stock dividends will be at the discretion of the
Board of Directors. The Company's ability to pay dividends is not restricted
under any of the various promissory notes, debentures or loan agreements to
which it is a party or under any other arrangements or agreements to which it
is a party, except that cumulative dividends on its Series A Convertible
Preferred Stock must be paid before dividends may be paid to holders of Common
Stock.

ISSUED AND OUTSTANDING. As of December 1, 1997, the Company had issued
and outstanding 17,666,403 Shares of Common Stock and 133,334 Shares of
Preferred Stock.

SERIES A CONVERTIBLE PREFERRED STOCK. As of the date of this
Prospectus, there are 133,334 Shares of Preferred Stock issued and
outstanding designated as "Series A Convertible Preferred Stock." Each share
of Series A Convertible Preferred Stock shall be converted into ten shares of
the Company's $.0001 par value Common Stock upon the earliest to occur of the
following events: (1) at the option of the holder, upon notice to the
Company, at any time; or (2) automatically, at any time commencing one year
from the date of issuance of such share, if (a) the closing sale price of the
Common Stock as reported by Nasdaq for 20 for consecutive trading days is
$3.00 or more, and (b) the Common Stock into which the share of Series A
Convertible Preferred Stock is convertible has been registered by the Company
for public sale by the holder; or (3) automatically, on the date which is
five years and one day following the date of issuance of such share. Each
share of Series A Convertible Preferred Stock is entitled to receive an
annual dividend of $0.90 per share, payable quarterly, from funds legally
available therefor, as and if declared by the Board of Directors, such
dividend to be cumulative and to be paid before any dividend is paid on
outstanding shares of Common Stock. Shares of Series A Convertible Preferred
Stock have the right to vote in the election of directors and on all other
matters which may be submitted to a vote of shareholders of the Company, and
are entitled to the number of votes per share equal to the number of shares
of Common Stock which would be issuable upon conversion as of the record date
for determining shareholders entitled to vote on such matter (currently, ten
votes per share of Preferred Stock).

SECURITIES REGISTERED HEREBY.

Effective February 7, 1997 the Company issued 1,883,334 Shares to the
shareholders of ACS in exchange for all of the outstanding shares of ACS. The
Company granted certain registration rights which obligate it to include
those shares in the registration statement of which this Prospectus is a
part; however, with respect to this Prospectus Kevin Fallon, the Company's
COO, has waived that right with respect to the 1,326,315 shares he received
in the merger and other members of the Fallon family have waived that right
with respect to 473,685 shares, resulting in only 105,263 of such shares
being registered

-13-
<PAGE>

hereby. The balance of 83,334 shares issued in the ACS acquisition have
previously been registered for sale by the holders, who are not affiliated
with Mr. Fallon.

Effective August 1, 1997 the Company issued options to E. Gregory Fisher
to purchase up to 10,000 Shares of Common Stock at an exercise price of $5.97
per Share, equal to the closing bid price at that date. These options were
issuable automatically under the Company's employment agreement with Mr.
Fisher, which was entered in connection with the Company's acquisition of
MDCS, of which Mr. Fisher was founder and President. The Common Stock
underlying the options is registered for public sale pursuant to this
Prospectus.

Effective April 29, 1997 and June 30, 1997 the Company issued in private
placements 133,334 shares of Series A Convertible Preferred Stock (the
"Preferred Stock") and warrants to purchase 400,000 shares of the Company's
Common Stock. Each share of the Preferred Stock can be converted into ten
(subject to adjustment) shares of Common Stock at the option of the holder,
and automatically upon the occurrence of certain events. The warrants, which
are exercisable at $2.00 per share, expire June 30, 1999. In accordance with
a registration rights agreement, the Common Stock underlying the Preferred
Stock and the warrants is registered for public sale pursuant to this
Prospectus, as are 99,999 shares underlying two-year warrants, exercisable at
$1.50 per share, which were issued pursuant to that agreement at the rate of
33,333 per month commencing September 30, 1997 due to the Company's failure
to effect registration by the end of each month.

Shares held by Elliott S. & Lois C. Schlissel were issued in connection
with the Company's sale of 10% Senior Convertible Notes in 1995. The balance
of shares issued in that offering were previously registered for sale by the
holders.

Shares registered on behalf of Messrs. Ethridge, Gill and Hodge are
issuable upon exercise of options granted to Mr. Ethridge in 1995 and Messrs.
Gill and Hodge in 1992, 1994 and 1995 in recognition of their service as
directors of the Company. As of October 15, 1997, Mr. Gill remains a
director of the Company. Each of these persons holds 5,000 options
exercisable at a price of $.625 until February 22, 2005. In addition,
Messrs. Gill and Hodge each own 5,000 options exercisable at a price of $3.75
until November 23, 2002 and 5,000 options exercisable at a price of $3.50
until February 14, 2004.

The Company also has registered for sale by the holders 100,000 "bonus"
shares, 300,000 shares underlying options, exercisable at $2.50 per share
until January 1, 2000 and 300,000 shares underlying options exercisable at
$2.75 per share until January 1, 2001, issued to former shareholders of VHC in
connection with the Company's acquisition of VHC.

Included in this Prospectus for sale by the holders are 955,000 shares
of Common Stock sold to institutional investors in November 1997.

Shares registered on behalf of Renaissance Capital Group, Inc. are
issuable upon exercise of a warrant, exercisable to purchase 25,000 shares at
$1.50 per share, issued as consideration for the waiver of certain covenants
in its Debenture Loan Agreement.

Of the 75,000 Options granted to Pacific Consulting Group, Inc., 50,000
are exercisable at $2.75 per share and 25,000 are exercisable at $4.00 per
share, until February 1, 2002

-14-
<PAGE>

TRANSFER AND WARRANT AGENT

American Securities Transfer, Inc., 938 Quail Street, Lakewood, Colorado
80215, serves as transfer agent for the Common Stock and as Warrant agent for
the Public Warrants.

The Company serves as agent for its privately issued Series A
Convertible Preferred Stock, notes, options, debentures and warrants.

LEGAL MATTERS

The legality of the issuance of the Shares of Common Stock being offered
by the Selling Shareholders hereunder will be passed upon on behalf of the
Company by Key & Mehringer, P.C., 555 17th Street, Suite 3405, Denver,
Colorado 80202.

EXPERTS

The consolidated statements of operations, stockholders' equity and cash
flows for the year ended June 30, 1997, which appear in the Company's Form
10-KSB for the fiscal year ended June 30, 1997 have been incorporated by
reference herein in reliance upon the report, dated September 26, 1997, of
BDO Seidman LLP, Denver, Colorado, independent certified public accountants,
and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, stockholders' equity and cash
flows of Topro, Inc. and subsidiaries for the year ended June 30, 1996 which
appear in the Company's Form 10-KSB for the fiscal year ended June 30, 1997,
have been incorporated by reference herein in reliance upon the report, dated
October 4, 1996 of Hein + Associates LLP, Denver, Colorado, independent
auditors, and upon the authority of said firm as experts in accounting and
auditing.

-15-
<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST BE
NOT RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES TO ANY PERSON
IN ANY JURISDICTION WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.

TOPRO, INC.

TABLE OF CONTENTS

Available Information; Documents
Incorporated by Reference. . . . 2
Forward Looking Statements . . . . 3
Prospectus Summary . . . . . . . . 4 3,981,602 Shares
Risk Factors . . . . . . . . . . . 5 of Common Stock
Use of Proceeds. . . . . . . . . . 8
Selling Shareholders . . . . . . . 8
Plan Of Distribution . . . . . . . 10 PROSPECTUS
Description Of Securities. . . . . 13
Legal Matters. . . . . . . . . . . 15
Experts. . . . . . . . . . . . . . 15 December __, 1997

<PAGE>

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table shows all expenses of the offering, other than
underwriting discounts and commissions.

SEC filing fee $ 6,854
Printing costs (including Edgar formatting) $ 7,000
Legal fees $10,000
Accounting fees $ 5,750
Miscellaneous $ 396
-------
Total $30,000
-------
-------

All amounts listed above, except for the SEC filing fee, are estimates.
All expenses itemized above will be paid by the Registrant. Sales agent
discounts and commissions to any brokers or dealers will be borne by the
Selling Shareholders for the Shares offered by the Selling Shareholders.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 7-109-101 through 7-109-110 of the Colorado Business Corporation
Act and Article 5 of the Company's Articles of Incorporation, under certain
circumstances provide for the indemnification of the Company's officers,
directors and controlling persons against liabilities which they may incur in
such capacities. A summarization of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to the Company's Articles of
Incorporation and the relevant Section of the Colorado Business Corporation Act.

The Company's Articles provide that the Company shall indemnify any
officer, employee, agent or director against liabilities (including the
obligation to pay a judgment, settlement, penalty, fine or expense), incurred
in a proceeding (including any civil, criminal or investigative proceeding)
to which the person was a party by reason of such status. Such indemnity
may be provided if the person's actions resulting in the liabilities: (i)
were taken in good faith; (ii) were reasonably believed to have been in the
Company's best interest with respect to actions taken in the person's
official capacity; (iii) were reasonably believed not to be opposed to the
Company's best interest with respect to other actions; and (iv) with respect
to any criminal action, the director had no reasonable grounds to believe the
actions were unlawful. Unless the person is successful upon the merits in
such an action, indemnification may generally be awarded only after a
determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the shareholders that the
applicable standard of conduct was met by the director to be indemnified.

II-1

<PAGE>

In addition to the foregoing, unless hereafter limited by the Company's
Articles of Incorporation, a court, upon petition by an officer or director,
may order the Company to indemnify such officer or director against
liabilities arising in connection with any proceeding. A court may order the
Company to provide such indemnification, whether or not the applicable
standard of conduct described above was met by the officer or director. To
order such indemnification the court must determine that the petitioner is
fairly and reasonably entitled to such indemnification in light of the
circumstances. With respect to liabilities arising as a result of
proceedings on behalf of the Company, a court may only require that a
petitioner be indemnified as to the reasonable expenses incurred.

Colorado law authorizes the Company to reimburse or pay reasonable
expenses incurred by a director, officer, employee or agent in connection
with a proceeding, in advance of a final disposition of the matter. Such
advances of expenses are permitted if the person furnishes to the Company a
written statement of his belief that he met the applicable standard of
conduct required to permit such indemnification. The person seeking such
expense advances must also provide the Company with a written agreement to
repay such advances if it is determined the applicable standard of conduct
was not met. A determination must also be made that the facts known to the
Company would not preclude indemnification.

The statutory section cited above further specifies that any provisions
for indemnification of or advances for expenses to directors which may be
contained in the Company's Articles of Incorporation, Bylaws, resolutions of
its shareholders or directors, or in a contract (except for insurance
policies) shall be valid only to the extent such provisions are consistent
with the Colorado statutes and any limitations upon indemnification set forth
in the Articles of Incorporation.

The statutory provision cited above also grants the power to the Company
to purchase and maintain insurance policies which protect any director,
officer, employee, fiduciary or agent against any liability asserted against
or incurred by them in such capacity arising out of his status as such. Such
policies may provide for indemnification whether or not the corporation would
otherwise have the power to provide for it. No such policies providing
protection against liabilities imposed under the securities laws have been
obtained by the Company.

Insofar as indemnification for liabilities arising under the Act of 1933
may be permitted to directors, officers and controlling persons of the issuer
pursuant to the foregoing provisions, or otherwise, the small business issuer
has been advised that in the opinion of the Securities and

II-2

<PAGE>

Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of the expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding, is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS. The following is a complete list of exhibits filed as part
of this Registration Statement, which exhibits are filed herewith or
incorporated by reference herein.

Exhibit
Number Description
- ------- -----------

2.1 Agreement and Plan of Merger dated July 26, 1995 regarding the
acquisition of Management Design and Consulting Services, Inc. (A)

2.2 Agreement and Plan of Merger dated February 21, 1996 - regarding
the acquisition of Advanced Control Technology, Inc. (B)

2.3 Agreement of Merger dated May 17, 1996 - regarding the acquisition
of Visioneering Holding Corporation. (C)

2.4 Agreement of Merger dated December 31, 1996 - regarding the
acquisition of ACS. (G)

2.5 Amendment No. 1 to the ACS Agreement of Merger. (G)

3.3 Restated Articles of Incorporation. (F)

3.4 Amendment to Articles of Incorporation - Designation of Series A
Preferred Stock. (H)

3.5 Bylaws (D)

4.1 Specimen form of the Company's Stock Certificate. (D)

II-3

<PAGE>

4.2 Instruments defining rights of security holders.

(a) Registration Rights Agreement. Previously filed.

(b) See Exhibit 3.4.

5.1 Opinion of Key & Mehringer, P.C. as to the legality of the
securities registered hereby. Filed herewith.

21.1 List of Subsidiaries. (I)

23.1 Consent of Key & Mehringer, P.C. See Exhibit 5.1.

23.2 Consent of Hein + Associates LLP. Filed herewith.

23.3 Consent of BDO Seidman, LLP. Filed herewith.

24.1 Power of Attorney. Previously filed.

99.1 Consent of Director Nominee - Judith A. Draper. Filed herewith.

99.2 Consent of Director Nominee - Rick L. Schleufer. Filed herewith.

- --------------------

(A) Incorporated by reference from the Company's Form 8-K dated August 10,
1995.

(B) Incorporated by reference from the Company's Form 8-K dated February
21, 1996.

(D) Incorporated by reference from the Company's to Registration Statement
on Form S-1, File No. 33-47159, effective June 17, 1992.

(E) Incorporated by reference from the Company's Form 10-KSB for the
fiscal year ended June 30, 1996.

(F) Incorporated by reference from the Company's Registration Statement on
Form SB-2, File No. 33-98788.

(G) Incorporated by reference from the Company's Form 8-K dated December
31, 1996, as amended.

(H) Incorporated by reference from the Company's Form 10-QSB for the
quarter ended March 31, 1997.

II-4

<PAGE>

(I) Incorporated by reference from the Company's Registration Statement on
Form S-3, File No. 333-170891, effective March 6, 1997.

ITEM 17. UNDERTAKINGS.

A. The undersigned small business issuer will:

(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to include any
additional or changed material information on the plan of distribution.

(2) for the purpose of determining liability under the Securities Act
of 1933, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering thereof.

(3) file a post-effective amendment to remove from registration any
of the securities remain unsold at the termination of the offering.

B. Insofar as indemnification for liabilities arising under the Act of
1933 may be permitted to directors, officers and controlling persons of the
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of the expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, (suit or proceeding) is
asserted by the director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Denver, State of
Colorado, on December 9, 1997.

TOPRO, INC., Registrant

By: /s/ John Jenkins
--------------------------------
John Jenkins, President and CEO

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ John Jenkins President, Chief Executive December 9, 1997
- --------------------------- Officer, and Director
John Jenkins

/s/ Douglas H. Kelsall Principal Financial and December 9, 1997
- --------------------------- Accounting Officer
Douglas H. Kelsall

/s/ H. Robert Gill* Director December 9, 1997
- ---------------------------
H. Robert Gill

/s/ Robert C. Pearson* Director December 9, 1997
- ---------------------------
Robert C. Pearson

/s/ Robert L. Costello* Director December 9, 1997
- ---------------------------
Robert L. Costello

*By John Jenkins and/or Douglas H. Kelsall,
Attorney-in-fact

II-6

<PAGE>

Exhibit 4.2(c)
Instruments Defining the Rights of Security Holders

REGISTRATION RIGHTS AGREEMENT

This Agreement is made by and between Topro, Inc. (the "Company") and
the undersigned holder of securities of the Company (the "Shareholder"), who
has acquired shares (the "Shares") of the Company's $.0001 par value Common
Stock (the "Common Stock"), and who may, in certain events, acquire certain
Common Stock Purchase Warrants (the "Warrants") described in Section 2(b),
below (the Common Stock underlying the Warrants referred to herein as "the
Additional Shares") in a non-public transaction (the "Private Placement") and
in accordance with the provisions of a Stock Purchase Agreement dated
November 20, 1997, to be effective as of the closing date of the Private
Placement (the "Closing Date").

WHEREAS, the Shareholder has purchased securities from the Company in a
private transaction pursuant to exemptions from the registration requirements
of the Securities Act of 1933 (the "Act");

WHEREAS, the Shares, the Warrants, and the Additional Shares are
"restricted securities" as that term is defined in Rule 144 of the General
Rules and Regulations promulgated under the Act; and

WHEREAS, the Shareholder's purchase of the securities was made with the
understanding that the Shareholder would receive the registration rights set
forth herein;

NOW, THEREFORE, in consideration for the purchase of the securities by
the Shareholder and the mutual promises and covenants set forth herein, the
Shareholder and the Company hereby mutually agree as follows:

So long as the Shareholder owns any of the Shares, Warrants, or
Additional Shares, the Shareholder shall, subject to the terms and conditions
set forth herein, have the right to require that the Company register the
Shares and the Additional Shares under the Act as follows:

1. REGISTRATION RIGHT. The Company shall file a registration statement,
or an amendment to a previously filed registration statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") registering the Shares as soon as practicable after the Closing Date,
and shall use its best efforts to cause the Registration Statement to become
effective as soon as possible thereafter. The Company shall be required to
file no more than one Registration Statement pursuant to this paragraph. The
Company may include in the Registration Statement securities to be sold by
the Company and by any selling securityholder.

<PAGE>

2. WARRANTS ISSUABLE DUE TO DELAY IN EFFECTIVENESS; TERMS OF WARRANTS;
REGISTRATION OF ADDITIONAL SHARES.

a. If the Registration Statement is not declared effective by the
SEC within 90 days following the Closing Date, the Company will issue to
the Shareholder the number of Warrants equal to 10% of the number of
Shares purchased in the Private Placement.

b. Each Warrant shall be exercisable to purchase one share of
Common Stock, at a price equal to the price per share paid by the
Shareholder in the Private Placement, for a period of two years from the
Closing Date. The Warrants will not be redeemable by the Company. The
Warrants will contain anti-dilution provisions concerning mergers in
which the Company is not the survivor, reclassifications of securities,
and other extraordinary corporate events.

c. In the event any Warrants are issued, the Company will amend the
Registration Statement, or, within 90 days following the date the
Warrants are issued, will file a new registration statement, registering
the Additional Shares under the Act for sale by the Shareholder.

3. COMPANY'S OBLIGATIONS IN REGISTRATION. If and whenever the Company
is required by the provisions of this Agreement to effect the registration of
any of the Shares or Additional Shares under the Act, the Company will, as
expeditiously as possible:

a. Prepare and file with the SEC the proposed Registration
Statement with respect to such Shares and/or Additional Shares and use
its best efforts: (i) to cause the Registration Statement to become and
remain effective to permit the Shareholder to dispose of the Shares
and/or Additional Shares in sales pursuant to the Registration Statement;
and (ii) to keep the Registration Statement effective until the
Shareholder has completed the distribution of the securities registered
(the "Selling Period") as provided herein (including the taking of such
steps as are necessary to obtain the removal of any stop order);

b. Prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep the Registration Statement effective
throughout the Selling Period and to comply with the provisions of the Act;

c. Furnish to the Shareholder such number of copies of the prospectus
and preliminary prospectus in conformity with the requirements of the
Act, and such other documents as the Shareholder may reasonably request,
in order to facilitate the public sale or other disposition of the
Shares and/or Additional Shares;

d. Use its best efforts to register or qualify the Shares and
Additional Shares covered by the Registration Statement under the
securities or blue sky laws of the states

<PAGE>

in which the Shareholder resides and do any and all other acts and things
which may be necessary to enable the Shareholder to consummate the public
sale or other disposition of such Shares in such jurisdiction; and

e. Promptly notify the Shareholder, at any time when a prospectus
relating to any of the Shares and/or Additional Shares is required to be
delivered under the Act, of the occurrence of any event as a result of
which the prospectus included in the Registration Statement as then in
effect includes an untrue statement of a material fact, or omits to state
a material fact, required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing. In the event the Registration Statement or prospectus includes
any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, the
Company shall file with the SEC a prospectus supplement under Rule 424 or
a post-effective amendment, as required. The Company agrees to prepare and
furnish to the Shareholder a reasonable number of copies of any such
supplement or amended prospectus as may be necessary so that, as thereafter
delivered to purchasers of the Shares and/or the Additional Shares, such
prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances
then existing.

4. EXPENSES OF REGISTRATION. All expenses incurred by the Company
which are necessary in complying with this Agreement, including, without
limitation, (a) all registration and filing fees, (b) all printing expenses,
(c) all fees and disbursements of counsel and accountants for the Company,
and (d) all blue sky fees and expenses, are herein called "Registration
Expenses." All underwriting discounts and selling commissions applicable to
the sale of the Shares and/or Additional Shares incidents to any such
registration are herein called "Selling Expenses." "Selling Expenses" shall
also include the costs of any independent counsel which the Shareholder may
choose to represent the Shareholder in connection with the review of the
Registration Statement. The Company will be responsible for all Registration
Expenses in connection with the Registration Statement filed pursuant to this
Agreement. All Selling Expenses in connection with registration pursuant to
this Agreement shall be borne proportionately by the Company and by the
Shareholder in proportion to the number of shares included in the
Registration Statement for their respective accounts.

5. SHAREHOLDER OBLIGATIONS. The Company's contractual obligation to
include the Shares and/or Additional Shares on behalf of the Shareholder in a
Registration Statement filed by the Company shall be subject to the
reasonable cooperation of the Shareholder with counsel to the Company. The
Shares and/or Additional Shares held by the Shareholder may be excluded from
a Registration Statement at the election of the Company in the event all
information essential for the Company and its counsel to prepare the
Registration Statement is not furnished by the Shareholder, after the
Shareholder, upon written requests of the Company or its counsel, has been

<PAGE>

given a reasonable amount of time (not less than ten days from the date such
request has been sent to the Shareholder) to transmit the requested
information to the Company and/or its counsel.

6. COMPANY'S INDEMNIFICATION. In the event of any registration
under the Act of any of the Shares and/or Additional Shares pursuant to this
Agreement, the Company (a) will indemnify and hold harmless the Shareholder
and each underwriter and each other affiliate of the Shareholder or such
underwriter within the meaning of the Act, against any losses, claims,
damages or liabilities, joint or several, to which the Shareholder or such
underwriter or such controlling person may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of any material fact contained, on the effective
date thereof, in the Registration Statement, any preliminary prospectus or
final prospectus contained therein, or any amendment thereof or supplement
thereto, or any document incident to registration or qualification of the
Shares and/or Additional Shares covered thereby under state securities or
blue sky laws, or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or (iii) any violation by the
Company of the Act or state securities or blue sky laws applicable to the
Company and relating to any action or inaction required by the Company in
connection with such registration or qualification under such state
securities or blue sky laws, and (b) will reimburse the Shareholder and each
such underwriter and each such affiliate for any legal or any other expenses
reasonably incurred by the Shareholder, each such underwriter and each such
affiliate, in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will
not be liable in any such case to any indemnified person to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, said preliminary prospectus or said
prospectus or said amendment or supplement, or any document incident to
registration or qualification under state securities or blue sky laws, in
reliance upon and in conformity with any information furnished in writing to
the Company or its counsel by such indemnified person specifically for use in
the preparation thereof or if such loss, claim, damage, liability or action
arose out of the violation of any duty to which the Shareholder may be
subject, including the obligation to deliver a copy of any prospectus,
supplement or amendment to a purchaser of the Shares and/or Additional Shares
and such prospectus, supplement or amendment was made available to the
Shareholder by the Company.

7. SHAREHOLDER'S INDEMNIFICATION. In the event of any registration of
the Shares and/or Additional Shares under the Act pursuant to this Agreement,
the Shareholder will indemnify and hold harmless the Company and each
affiliate and controlling person, as defined by the Act, of the Company, each
officer or employee of the Company who signs the Registration Statement, each
director of the Company, any agent of the Company and each underwriter, and
any and all affiliates and controlling persons, as defined by the Act, of
such persons, against any and all such losses, claims, damages or liabilities
as the Shareholder and others are indemnified against by the Company and will
reimburse the Company and each of the foregoing persons for any losses,
claims, damages or liabilities (or actions in respect thereof) and for any
legal or any other expenses incurred by each such person, if the statement or
omission in respect of which such loss,

<PAGE>

claim, damage or liability is asserted was made in reliance upon and in
conformity with information furnished to the Company in writing by such
Shareholder specifically for use in connection with the preparation of the
Registration Statement or prospectus.

8. NOTICE REQUIRED IN CASES SUBJECT TO INDEMNIFICATION. Promptly after
receipt by a party entitled to indemnification of notice of the commencement
of any action involving a claim referred to in paragraphs 6 or 7, such
indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement
of such action. In case any such action is brought against an indemnified
party, the indemnifying party will be entitled to participate in and to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal
or other expenses; PROVIDED, HOWEVER, that if the defendants in any such
action include both the indemnified party and the indemnifying party, and the
indemnified party shall have reasonably concluded that there may be
reasonable defenses available to it which are different from or additional to
those available to the indemnifying party or if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of
the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred; PROVIDED, HOWEVER, that the
indemnifying party shall be obligated to pay such expenses and fees of only
one such separate counsel of such indemnified party for matters relating to
any one registration statement, without regard to the number of defenses that
may be available or the interests of the parties that may conflict.

9. TERMINATION OF REGISTRATION RIGHTS. The rights granted pursuant to
this Agreement shall terminate at such time as all the Shares and Additional
Shares, if any are issued or issuable, are eligible for the termination of
resale restrictions afforded by Rule 144(k) of the Act (or its successor
provision).

10. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire
understanding of the parties with respect to its subject matter and may not
be modified or amended except by an instrument in writing signed by the party
against whom enforcement is sought.

11. AUTHORIZATIONS; BINDING EFFECT. The persons signing this Agreement
on behalf of the Company and the Shareholder have been duly authorized to so
execute this Agreement and this agreement constitutes the binding obligation
of the parties.

12. NOTICES. Any notice required to be given under the terms of this
Agreement shall, if given to the Company, be sent to Topro, Inc., Attention:
John Jenkins, President, 2525 West Evans, Denver, Colorado 80219, or at such
subsequent address of which the Shareholder may receive written notice, and
if to the Shareholder, at its address as set forth in the Stock Purchase
Agreement entered into by the Shareholder and the Company in connection with
the purchase of

5
<PAGE>

the Shares, or at such subsequent address of which the Company may receive
written notice. All notices shall be sent by certified or registered mail,
return receipt requested or by similar postal service, or by regularly
scheduled overnight courier service. Notices shall be deemed received upon
actual receipt if sent by certified or registered mail, or one business day
after deposit with such courier service.

13. PARAGRAPH HEADINGS. The paragraph headings used herein are for
convenience only and shall not be deemed to be a substantive part of this
Agreement.

14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.

IN WITNESS WHEREOF, the undersigned parties have executed this
Registration Rights Agreement, to be effective as set forth above.

TOPRO, INC. (The Company)
---------------------------------
(The Shareholder)

By: By:
----------------------------- -----------------------------
John Jenkins, President

<PAGE>

Exhibit 5.1
Opinion of Counsel

December 9, 1997

The Board of Directors
Topro, Inc.
2525 W. Evans Avenue
Denver, CO 80219

RE: FORM S-3 REGISTRATION STATEMENT
OPINION OF COUNSEL

Dear Sirs:

As securities counsel for Topro, Inc. (the "Company") a Colorado
corporation, we have examined the originals or copies, certified or otherwise
identified, of the Articles of Incorporation, as restated and amended, and
Bylaws, as amended, of the Company, corporate records of the Company,
including minute books of the Company as furnished to us by the Company,
certificates of public officials and of representatives of the Company,
statutes and other records, instruments and documents pertaining to the
Company as a basis for the opinions hereinafter expressed. In giving such
opinions, we have relied upon certificates of officers of the Company with
respect to the accuracy of the factual matters contained in such certificates.

We have also, as such counsel, examined the Registration Statement on
Form S-3, File No. 333-38201 (the "Registration Statement") and Amendment
No. 1 thereto to be filed with the Commission on or about December 10, 1997
covering the resale of up to 3,981,602 shares of Common Stock of the Company
by the Selling Shareholders, as more particularly described in the
Registration Statement.

Based upon the foregoing and subject to the other qualifications and
limitations stated in this letter, we are of the opinion that:

(1) The outstanding shares of Common Stock to be sold by the Selling
Shareholders have been duly authorized and are legally issued, fully
paid and non-assessable;

(2) The shares of Common Stock to be issued to holders of the warrants
and options held by the Selling Shareholders have been duly
authorized and, upon exercise and payment of the exercise price
stated therein will be legally issued, fully paid and non-assessable;
and

(3) The shares of Common Stock issuable upon conversion of the Series A
Convertible Preferred Stock have been duly authorized and upon
issuance upon conversion of the

<PAGE>

The Board of Directors
Topro, Inc.
December 9, 1997
Page 2

Series A Convertible Preferred Stock will be legally issued, fully
paid and non-assessable.

This opinion is a legal opinion and not an opinion as to matters of
fact. This opinion is limited to the laws of the State of Colorado and the
federal law of the United States of America, and to the matters stated
herein. This opinion is made as of the date hereof, and after the date
hereof, we undertake no, and disclaim any, obligation to advise you of any
change in any matters set forth herein. This opinion is furnished to you
solely in connection with the transactions referred to herein, and may not be
relied on by any other person, firm or entity without our prior written
consent.

We acknowledge that we are referred to under the caption "Legal Matters"
included in the Registration Statement. We hereby consent to such use of our
name in the Registration Statement and to the filing of this opinion as an
Exhibit thereto. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7
of the United States Securities Act of 1933 or the Rules and Regulations of
the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Key & Mehringer, P.C.

<PAGE>

Exhibit 23.2
Independent Auditor's Consent

We consent to the incorporation by reference in the Form S-3 Registration
Statement of Topro, Inc. of our report dated October 4, 1996, accompanying
the consolidated financial statements of Topro, Inc., and to the use of our
name and the statements with respect to us, as appearing under the heading
"Experts" in the Prospectus.

/s/ Hein + Associates LLP
HEIN + ASSOCIATES LLP

Denver, Colorado
December 9, 1997

<PAGE>

Exhibit 23.3
Consent of Independent Certified Public Accountants

Topro, Inc.
Denver, Colorado

We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement, of our report dated
September 26, 1997, relating to the consolidated financial statements of
Topro, Inc. and subsidiaries appearing in the Company's Annual Report on
Form 10-KSB for its fiscal year ended June 30, 1997 and to the reference to
our Firm under the heading "Experts" in the Prospectus.

BDO SEIDMAN, LLP

/s/ BDO SEIDMAN, LLP

December 10, 1997

<PAGE>

Exhibit No. 99.1
Consent of Person About to Become a Director

December 8, 1997

Board of Directors
Topro, Inc.
2525 W. Evans Avenue
Denver, CO 80219

Re: Consent of Director Nominee

Dear Sirs:

I hereby consent to be named as a nominee for election to the Board of
Directors of Topro, Inc. in the Proxy Statement of Topro, Inc. I understand
that the Proxy Statement has been or will be filed with the Securities and
Exchange Commission and will be incorporated by reference into the Topro, Inc.
Form S-3 Registration Statement, File No. 333-38201, resulting in disclosure
of my nomination for election in such registration statement.

Sincerely,

/s/ Judith A. Draper

<PAGE>

Exhibit No. 99.2
Consent of Person About bo Become a Director

December 8, 1997

Board of Directors
Topro, Inc.
2525 W. Evans Avenue
Denver, CO 80219

Re: Consent of Director Nominee

Dear Sirs:

I hereby consent to be named as a nominee for election to the Board of
Directors of Topro, Inc. in the Proxy Statement of Topro, Inc. I understand
that the Proxy Statement has been or will be filed with the Securities and
Exchange Commission and will be incorporated by reference into the Topro,
Inc. Form S-3 Registration Statement, File No. 333-38201, resulting in
disclosure of my nomination for election in such registration statement.

Sincerely yours,

/s/ Rick L. Schleufer