TOPRO INC, S-3/A, 1997-02-13

TOPRO INC
S-3/A, 1997-02-13
ELECTRICAL INDUSTRIAL APPARATUS

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<PAGE> 1

As filed with the Securities and Exchange Commission on February 13, 1997

File No.333-17081
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO.2

to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

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

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
- ----------------------------------------- ----------------------------------
(Address, including zip code, and (Name, address, including zip code
telephone number, including area code, of and telephone number, including
Registrant's principal executive offices) area code, of agent for service)

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

It is requested that copies of all correspondence be sent to: Donna A. Key,
Esq., Key & Mehringer, PC, 555 Seventeenth Street, Suite 3405, Denver,
Colorado 80203, telephone number (303) 295-2300, facsimile number (303)
295-1645.

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

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.

<PAGE> 2

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered(1) be registered offering price per unit(2) aggregate offering price(2) registration fee(2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.0001 par 5,413,106 Shares $ 2.50 $13,534,015 $ 4,101
value (3)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock included in 298,507 Shares $ 2.50 $ 746,268 $ 227
Units issuable upon
conversion of Convertible
Notes(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable 3,376,288 Shares $ 2.50 $ 8,440,720 $ 2,558
upon exercise of Warrants (4)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable 3,133,333 Shares $ 2.50 $ 7,833,333 $ 2,374
upon conversion of
Debentures (4)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable 150,000 Shares $ 2.50 $ 375,000 $ 114
upon conversion of Notes (4)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable 747,477 Shares $ 2.50 $ 1,868,693 $ 567
upon exercise of Options(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable 662,000 Shares $ 4.25 $ 2,813,500 $ 853
upon exercise of publicly 60,000 Shares $ 5.10 $ 306,000 $ 93
held Warrants(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Total 13,841,211 Shares $35,917,529 $ 10,884 (5)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(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) Proposed maximum offering price and registration fee is based on
the average of the high and low prices ($2.50) reported by Nasdaq
on November 22, 1996 (a date within five business days prior to the
initial filing hereof) pursuant to Rule 457(c).

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

(4) Pursuant to Rule 416, there are also being registered such
additional shares of Common Stock as may become issuable as a
result of the anti-dilution provisions of outstanding Notes,
Warrants, Debentures and Options.

(5) A filing fee of $10,988 was previously paid.

<PAGE> 3
TOPRO, INC.
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
FORM S-3 SECTIONS IN PROSPECTUS
ITEM NO. CAPTION OR REGISTRATION STATEMENT
- -------- ------- -------------------------
<S> <C> <C>
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
</TABLE>

<PAGE> 4

SUBJECT TO COMPLETION - PRELIMINARY PROSPECTUS DATED FEBRUARY 13, 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.
5,413,606 OUTSTANDING SHARES OF COMMON STOCK OFFERED BY SELLING SHAREHOLDERS
7,705,605 SHARES OF COMMON STOCK TO BE ISSUED TO AND
OFFERED BY SELLING SHAREHOLDERS
722,000 SHARES OF COMMON STOCK OFFERED BY THE COMPANY

An aggregate of 13,119,211 shares of $.0001 par value Common Stock
(the "Common Stock" or "Shares"), 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. Of the 5,413,606 outstanding Shares
offered by Selling Shareholders, 1,835,571 are subject to certain "lock-up"
restrictions. These restrictions prohibit the sale of any of the Shares prior
to February 21, 1997 and prohibit the sale of more than 25% (458,893) of those
Shares prior to February 21, 1998 except, in each case, with the prior consent
of the holder of $3,5000,000 of the Company's outstanding 9% Convertible
Debentures and the Company's investment banking consultant. Up to 7,705,605 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 or conversion of outstanding options, warrants
and convertible securities held by Selling Shareholders. These Shares may be
resold in the public market by the Selling Shareholders. The Company will
receive the exercise price and 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 Selling Shareholders will accrue to the
benefit of Selling Shareholders.

In addition to the Shares offered by Selling Shareholders, the
Company is offering 722,000 Shares issuable upon exercise of outstanding
Redeemable Common Stock Purchase Warrants (the "Public Warrants") and
Underwriter's Unit Warrants issued in a public offering in 1992.

The Common Stock and Public Warrants are traded in the
over-the-counter market and quoted on the National Association of Securities
Dealers Automated Quotation Service ("Nasdaq") Small-Cap Market under the
symbols "TPRO" and "TPROW," respectively. On February 7, 1997, the average of
the bid and ask prices of the Common Stock and of the Public Warrants, as
reported by NASDAQ, was $2.43 and $.81, respectively.

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

<PAGE> 5
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.

The 5,413,606 outstanding Shares offered by the Selling Shareholders,
which will be offered from time to time in the public market, constitute
approximately 56% of the 9,664,522 Shares outstanding as of February 12, 1997.
If the Selling Shareholders exercise or convert outstanding options, warrants
and convertible securities and sell the underlying Shares, the total Shares
offered by the Selling Shareholders will constitute approximately 76% of the
Shares outstanding immediately after their issuance. These figures do not
reflect exercise of the Public Warrants or Underwriter's Unit Warrants. 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."

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 REFERENCE TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Price Per Total Number Aggregate Offering Proceeds to Selling
Share of Shares Price Shareholder or Company
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares Outstanding Offered
by Selling Shareholders (1) $2.43(1) 5,413,606(1) $13,155,063(1) $13,155,063(1)
- -------------------------------------------------------------------------------------------------------------------
Shares to be Outstanding
Offered by Selling
Shareholders (2) $2.43(1) 7,705,605 $18,724,620(1) $18,724,620(1)
- -------------------------------------------------------------------------------------------------------------------
Shares Offered by the $4.25(3) 662,000 $ 2,813,500(3) $ 2,813,500(3)(5)
Company $5.10(4) 60,000 $ 306,000 $ 306,000(5)
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1) The Price per Share represents the average of the bid ask price as
reported by Nasdaq on February 7, 1997. These Shares will be offered
from time to time by the Selling Shareholders at market prices.
Underwriting discounts or commissions may be paid by the Selling
Shareholders. See "Plan of Distribution."

(2) These Shares may be offered by the Selling Shareholders after
exercise or conversion of outstanding options, warrants and
convertible securities. See "Description of Securities."

(3) The Shares are offered by the Company upon exercise of 662,000 Public
Warrants outstanding on the date of this Prospectus and 60,000 Public
Warrants issuable after the date of this Prospectus upon exercise of
outstanding Underwriter's Unit Warrants. See "Description of
Securities."

(4) Represents Shares issuable upon exercise of outstanding Underwriter's
Unit Warrants. See "Description of Securities."

(5) Proceeds to the Company do not reflect deduction of offering expenses
estimated to total $50,000. The Company is paying all of the offering
expenses (other than underwriting discounts and commissions) on
behalf of Selling Shareholders. No underwriting discounts or
commissions will be paid by the Company. If all of the outstanding
warrants, options and convertible securities are exercised and
converted, of which there can be no assurance, the maximum proceeds
to the Company would total $13,104,752 in cash and $5,165,000 in
reduction of debt. See "Use of Proceeds."

The date of this Prospectus is February ___, 1997.

<PAGE> 6
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 Nasdaq 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, 1996, as amended by Form 10-KSB/A No.
2 filed with the Commission on February 7, 1997; (2) Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996, as amended by Form 10-QSB/A
No. 1 filed with the Commission on January 22, 1997; (3) Current Reports on
Form 8-K dated November 27, 1996 and December 18, 1996; (4) pro forma financial
information and financial statements of Advanced Control Technology, Inc.
included in the Current Report on Form 8-K dated February 21, 1996; (5) pro
forma financial information and financial statements of Visioneering Holding
Corporation included in the amended Current Report on Form 8-K/A No. 2 dated
May 30, 1996, filed on January 21, 1997; (6) amended Current Report on Form
8-K/A No. 2 dated December 31, 1996, filed February 13, 1997, which includes
financial statements of All-Control Systems, Inc., and pro forma financial
information reflecting the Company's acquisition of this entity, and (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 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.

-2-

<PAGE> 7

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. 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 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.
Actual events may differ materially from those projected in any forward looking
statement. There are a number of important factors beyond the control of the
Company that could cause actual events to differ materially from those
anticipated by any forward looking information. 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 Securities and
Exchange Commission Filings incorporated herein by reference as well as factors
described in the Company's Current Reports on Form 8-K and other documents
incorporated herein by reference. 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. 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

-3-

<PAGE> 8

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.

Any changes 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 13,119,211 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, 5,413,606 of the Shares registered for public sale are outstanding,
and 7,705,605 of the Shares have not yet been issued, but may be purchased from
the Company by the Selling Shareholders and resold by them pursuant to this
Prospectus. These Shares of Common Stock underlie outstanding warrants, options
and convertible promissory notes and debentures exercisable or convertible at
varying prices. See "Description of Securities." The Company will receive the
cash proceeds from exercise of outstanding warrants and options and will
benefit through reduction of indebtedness by conversion of outstanding notes
and debentures; however, the prices at which the Company is obligated to issue
these Shares is, as of the date of this Prospectus, below the market price.

Of the 5,413,606 Shares outstanding in the hands of Selling
Shareholders on the date of this Prospectus, 1,835,571 are subject to a
"lock-up" agreement. The agreement provides that none of the Shares will be
sold prior to February 21, 1997 and no more than 25% of the Shares will be sold
thereafter until February 21, 1998, without the prior consent of Renaissance
Capital Growth & Income Fund III, Ltd. (holder of $3.5 million of Company
debentures) and Bathgate McColley Capital Group, LLC, a broker-dealer
affiliated with the Company's financial consultants.

As of the date of this Prospectus, the Company intends to issue,
within the near future, a call for redemption of certain of the outstanding
warrants which will be redeemed for nominal consideration if not exercised
during the period expiring 30 days after the date of the notice of redemption.

Also pursuant to this Prospectus, the Company is offering 722,000
Shares of Common Stock underlying outstanding Public Warrants and Underwriter's
Unit Warrants.

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<PAGE> 9

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
options or warrants 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 reported net
losses of $1,855,000 and $2,184,000 for the fiscal years ended June 30, 1996 and
1995, respectively. Management believes that the Company's disposition of the
assets and operations of Sharp Electric in late fiscal 1995 and completion of
almost all outstanding Sharp Electric projects in fiscal 1996 will curtail
substantially the Company's future operating losses, and that the acquisition of
MDCS, ACT, VHC and ACS will lead to increased revenues and gross profit;
however, there can be no assurance that the Company will achieve profitability
during fiscal 1997. Moreover, the acquisition of ACT and VHC in fiscal 1996 has
increased substantially Topro's need for capital in the short term. At September
30, 1996, the Company had a working capital (deficiency) of approximately
$1,348,000. To provide working capital, subsequent to September 30, 1996, the
Company issued an additional $1.2 million in 9% Convertible Debentures, due in
2001, and raised additional funds through sale of equity and short-term
promissory notes. The Company may seek additional capital to fund increased cash
requirements arising from the acquisitions and expanded operations. See
Consolidated Financial Statements and Notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

NO ASSURANCE OF OFFERING PROCEEDS; ADDITIONAL FINANCING MAY BE
REQUIRED. As of the date of this Prospectus, the Company intends to issue,
within the near future, a notice of redemption of certain outstanding Warrants
in order to induce the holders to exercise prior to the redemption date, which
will be 30 days following the date of any such redemption notice. Although those
Warrants are exercisable at prices ranging substantially below the market price
of the Common Stock at the date of this Prospectus, there can be no assurance
that holders will exercise those Warrants prior to the redemption date, with the
result that the Company may never receive any proceeds. If all of the Warrants
exercisable at prices ranging from $.67 to $1.25 are exercised prior to the
redemption date, the Company would receive gross proceeds of approximately $1.9
million, which management believes would, together with operating revenues, be
sufficient to fund increased working capital

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<PAGE> 10
requirements through fiscal 1997. To the extent Warrant exercise proceeds and
operating revenues are not adequate, the Company may seek additional debt or
equity financing to accelerate funding of costs of integrating the acquired
operations and capitalizing on the opportunities arising from the Company's
expanded market presence and product offerings. 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. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

RISKS ASSOCIATED WITH ACQUISITIONS. Over the past 24 months the Company
has acquired four independent control systems integrators ("CSIs"). Most
recently, in February 1997 the Company acquired ACS, headquartered in West
Chester, Pennsylvania. Although all activities are coordinated through, and
certain administrative functions are centered in, the Company's Denver, Colorado
headquarters, operations of these firms were and continue to be conducted in
other regions of the U.S. Although the Company believes it has an adequate
infrastructure to support these acquisitions, there can be
no assurance that the Company's current management, personnel and other
corporate infrastructure will be adequate to manage the Company's 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, would have a material adverse effect on the
Company's results of operations. The Company believes that it will face fewer
risks in connection with the acquisition of ACS than it faced in connection with
the acquisitions of ACT and VHC, since ACS has a positive net worth and had
profitable operations in fiscal 1996.

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 current President, John Jenkins, and upper
level management of the acquired companies. The Company has an employment
contract with Mr. Jenkins expiring in January 1999, and is the beneficiary of a
$600,000 key employee insurance policy on Mr. Jenkins, the proceeds of which
would be available to permit the Company to engage other qualified personnel.
Due to the recent acquisition of MDCS, ACT and VHC, 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 Company has entered into employment or consulting agreements with those
persons it believes constitute key management of its operating subsidiaries,
and many members of its key management are significant shareholders of the
Company; however, the loss

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<PAGE> 11
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. As of the
date of this Prospectus, the Company's annual debt service requirement is
$1,271,000, of which $720,000 is required for principal payments on term loans
and $551,000 is required for interest payments. These amounts include ACS'
$300,000 annual principal payments and $128,000 interest payments. Repayment
of principal on the $4.7 million principal amount of 9% Convertible Debentures
will commence on March 1, 1999. This debt 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 the assets of the Company at risk. The Company's ability to
make scheduled payments of principal or interest on, or to refinance, the
Debentures will depend on future operating performance and cash flow, which are
subject to prevailing economic conditions and financial, competitive and other
factors beyond the Company's 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.
Through October 1, 1997, the minimum financial standards under the Debentures
are as follows: debt to equity ratio no greater than seven to one; current
ratio no less than .75 to one; tangible net worth no less than ($3,000,000);
and EBITDA from continuing operations divided by interest expense shall be a
minimum of three. Following July 31, 1997, the minimum financial standards
increase to the following: debt to equity ratio not greater than 3.6 to one;
minimum tangible net worth of $1,000,000; and net earnings times interest
expense of no less than two 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 debt,
primarily a working capital line of credit, for which assets of the
subsidiaries are pledged as collateral. Foreclosure on the assets pledged to
secure repayment of 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.

MARKET OVERHANG. All of the Shares registered for sale on behalf of
the Selling Shareholders are "restricted securities" as that term is defined in
Rule 144 under the Securities Act of 1933. The Company has filed the
Registration Statement of which this Prospectus is a part to register these
restricted Shares for sale into the public market by the Selling Shareholders.
Any outstanding Shares not sold by Selling Shareholders pursuant to this
Prospectus will remain as restricted securities in the hands of the holder.

-7-

<PAGE> 12

The 5,413,606 outstanding Shares registered hereby for public sale by the
Selling Shareholders represent approximately 56% of the 9,664,522 Shares of
Topro Common Stock outstanding as of February 12, 1997. Of the Shares
registered for sale, 1,835,571 are subject to certain "lock-up" restrictions
which expire as to 458,893 Shares on February 21, 1997. Without giving effect
to the Public Warrants and Underwriter's Unit Warrants, the Shares issuable
upon exercise and conversion of outstanding securities represent 76% of the
Shares outstanding after such exercise and conversion. Many of the outstanding
Shares offered by Selling Shareholders were acquired from the Company at prices
ranging from $.67 to $1.00 per Share. Shares are issuable to the Selling
Shareholders upon conversion of debt and exercise of warrants and options at
prices as low as $.67 and $1.00 per Share, respectively. Although the Company's
Common Stock is traded in the over-the-counter market and quoted on the Nasdaq
Small-Cap Market, the market for the Common Stock is not well established and
trading of the Common Stock is subject to significant fluctuation. Any sale
into the public market of Shares purchased at prices below the current market
price could be expected to have a depressive effect on the market price of the
Company's Common Stock and could hinder the Company's ability to raise
additional equity capital in public or private offerings. See "Description of
Securities - Securities Registered Hereby."

Holders of certain of the Company's outstanding warrants, options and
other rights may require the Company, subject to certain limitations, to
include all or part of their Shares in a registration statement. The Company
has filed the registration statement of which this Prospectus is a part to
fulfill that obligation. In addition, certain securityholders, most notably the
holders of the 9% Convertible Debentures, have been granted "demand"
registration rights, requiring the Company to register Shares, at the Company's
expense, upon demand of the securityholder following notice that the debt will
be converted to Common Stock. The exercise of any of these registration rights
may hinder the Company in making public offerings of its securities in the
future.

POSSIBLE CHANGE IN CONTROL DUE TO SALES UNDER THIS PROSPECTUS. Shares
registered for sale pursuant to this Prospectus include restricted shares
beneficially owned by principal shareholders of the Company. Absent this
Prospectus, many of those Shares could not be sold into the public market at
this time, and any sales would be subject to volume limitations under Rule 144.
Shares registered for sale by principal shareholders include 2,202,877
outstanding Shares of Common Stock, which represent 23% of the 9,664,522 shares
of Common Stock outstanding as of February 12, 1997. A substantial number of
Shares underlying outstanding convertible securities also are held by principal
shareholders and registered for sale hereby. If all of those Shares are sold,
current principal shareholders would no longer have any ability to influence
the Company.

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

-8-

<PAGE> 13
high cost of these projects. As a result of the Company's recent acquisitions,
the Company has significantly increased the number of industrial market
segments which it serves and, therefore, has reduced its reliance on any
individual market segment.

NO DIVIDENDS. Topro has not paid dividends since inception, and it
does not contemplate paying dividends in the foreseeable future since it will
use all of its earnings, if any, to finance expansion of its operations. See
"Market for the Company's Common Equity and Related Shareholder Matters -
Dividends."

AUTHORIZATION AND ISSUANCE OF 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 no Shares of Preferred Stock issued or outstanding,
and the Board of Directors has no current plan to issue any Shares of Preferred
Stock.

USE OF PROCEEDS

The Company will not receive any proceeds from sales of Shares by the
Selling Shareholders. The Company will benefit if outstanding notes and
debentures are converted (which will not provide cash proceeds, but will
increase available capital by reducing interest expense and enhance the
Company's financial position by reducing debt), and will receive cash proceeds
from the exercise, if any, of outstanding warrants and options.

As of the date of this Prospectus, based on recent market prices for
the Company's Common Stock, management believes that it is likely that debt
instruments will be converted and that options and warrants will be exercised
at prices up to $1.25. If debt convertible at prices below $1.25 is converted,
and options and warrants exercisable at prices up to $1.25 are exercised,
proceeds of the Offering to the Company would total an aggregate of $200,000 in
reduction of debt and $1,931,740 in cash. After deduction of expenses of this
Offering payable by the Company, estimated to total $50,000, net cash proceeds
are estimated to total $1,881,740.

Any net cash proceeds received by the Company will be used for working
capital.

-9-

<PAGE> 14
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 February
12, 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.

<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering(1) Number of Shares Offered Hereby Owned After Offering (1)
-------------------------- ------------------------------------------- ------------------------
Shares Underlying Notes,
Warrants, Debentures
Name Number Percent Shares(2) and Options(3) Number (4) Percent
- ---- ---------- ----------- --------- ------------------------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Steven M. Bathgate (5) 568,524 5.70 217,800 316,724 34,000 *

Margaret M. Bathgate (6) 184,500 1.90 100,000 50,000 34,500 *

Kenneth S. Bernstein (7) 52,350 * 26,925 25,425 -0- *

Fred Birner 30,000 * 15,000 15,000 -0- *

Peter J. Bloomquist and 10,000 * 5,000 5,000 -0- *
Kathy Bloomquist

Fredric W. Duboc 30,000 * 15,000 15,000 -0- *

Douglas H. Kelsall (8) 36,000 * 19,600 12,400 4,000 *

Joseph A. Lavigne 41,250 * 26,000 15,250 -0- *

Thomas E. McChesney 69,500 * 22,000 47,500 -0- *

Eugene C. McColley (9) 414,274 4.17 116,000 268,274 30,000 *

Virginia Stevens McDonald 220,000 2.25 115,000 100,000 5,000 *

Paul Mendell 20,000 * 10,000 10,000 -0- *

Robert M. Nieder 112,500 1.16 60,000 52,500 -0- *

Edmond O'Donnell 65,000 * 46,000 19,000 -0- *

Harry J. Schmidt 50,850 * 27,725 18,125 5,000 *

Cohig & Associates, Inc. 57,407 * -0- 57,407 -0- *

Kiawah Capital Partners 227,547 2.31 50,000 177,547 -0- *
</TABLE>

-10-

<PAGE> 15

<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering(1) Number of Shares Offered Hereby Owned After Offering (1)
-------------------------- ------------------------------------------- ------------------------
Shares Underlying Notes,
Warrants, Debentures
Name Number Percent Shares(2) and Options(3) Number (4) Percent
- ---- ---------- ----------- --------- ------------------------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey A. Minalga **** 37,589 * 18,657 18,657 275 *

Marvin W. Smith **** 89,850 * 14,925 74,925 -0- *

Richard L. Meador 30,350 * 14,925 14,925 500 *

Michael P. Casiglio 5,970 * 2,985 2,985 -0- *

Joseph R. Troke**** 75,710 * 37,313 37,313 1,084 *

Thomas M. Savage**** 69,700 * 29,850 39,850 -0- *

David E. Wiley *** 14,926 * 7,462 7,462 2 *

Thomas A. Hughes **** 2,984 * 1,492 1,492 -0- *

David R. Rollins *** 4,022 * 2,000 2,000 22 *

David R. Gill *** 14,926 * 7,463 7,463 -0- *

Mark R. Shamley *** 4480 * 2,239 2,239 2 *

John D. Higgins (10) 323,143 3.25 17,530 268,913 36,700 *

John P. Jenkins (26)** 679,642 6.69 178,571 401,071 100,000 *

E. Gregory Fisher** 220,000 2.27 200,000 20,000 -0- *

David W. Brown 78,204 * 39,102 39,102 -0- *

S. R. Hinkle Inc. Pension Plan 10,000 * 10,000 -0- -0- *

Susan S. Duboc 25,000 * 25,000 -0- -0- *

Lawrence Bathgate (11) 35,000 * 25,000 -0- 10,000 *

Summit Fund Limited 359,286 3.66 198,143 161,143 -0- *
Partnership

Pamela M. Kelsall (12) 5,000 * 5,000 -0- -0- *

James Edgar McDonald (13) 248,750 2.54 107,000 141,750 5,000 *
</TABLE>

-11-

<PAGE> 16

William B. Miller, Jr. 10,000 * 5,000 -0- 5,000 *

Wayne T. Clasen 45,000 * 35,000 -0- 10,000 *

Sherry A. Clasen and 46,000 * 35,000 -0- 11,000 *
Gene P. Clasen

Anchor Sales Co. Profit 22,000 * 20,000 -0- 2,000 *
Sharing Plan

John Pfeiffer 60,000 * 10,000 50,000 -0- *

Perkins Coie 65,000 * 65,000 -0- -0- *

Richard M. Brown (14)(25)*** 401,431 4.15 390,931 10,500 -0- *

Clifford L. Morrison 211,965 2.19 201,465 10,500 -0- *
(15)(25)***

Donald H. Gurney (16)(25)*** 30,536 * 23,536 7,000 -0- *

Jon E. Walker (17)(25)** 492,216 5.08 474,716 17,500 -0- *

Imogene Walker (18)(25)**** 492,216 5.08 474,716 17,500 -0- *

David Reece (25)*** 80,318 * 66,818 13,500 -0- *

Jon E. Walker, Jr. (25)*** 65,318 * 54,818 10,500 -0- *

Alexander Hutton, Inc. (25) 78,000 * 78,000 -0- -0- *

Caribou Bridge Fund LLC 192,500 1.98 115,000 77,500 -0- *

Thomas Sharp (19)*** 22,500 * 12,000 10,500 -0- *

Robert & Debora Richards*** 30,000 * 16,000 14,000 -0- *

United Investment Bankers 22,500 * 12,000 10,500 -0- *
Inc.

Wayne Hammersly (20) 22,500 * 12,000 10,500 -0- *

Timothy Evans 22,500 * 12,000 10,500 -0- *

Harold Golz 41,250 * 6,000 35,250 -0- *

</TABLE>

-12-

<PAGE> 17
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering(1) Number of Shares Offered Hereby Owned After Offering (1)
-------------------------- ------------------------------------------- ------------------------
Shares Underlying Notes,
Warrants, Debentures
Name Number Percent Shares(2) and Options(3) Number (4) Percent
- ---- ---------- ----------- --------- ------------------------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
John D. Phillips 21,000 * 11,200 9,800 -0- *

Grant Street Joint Ventures 22,500 * 12,000 10,500 -0- *

Eugene A. & Marilyn K. 10,000 * 8,000 2,000 -0- *
Raymond

Stanley A. Kaplan 25,000 * 20,000 5,000 -0- *

Douglas F. Taylor*** 15,000 * 12,000 3,000 -0- *

Norman Lewis Jette*** 5,000 * 4,000 1,000 -0- *

David J. & Marilyn D. 4,000 * 3,200 800 -0- *
Wilson***

Patrice & Richard A. 25,065 * 20,000 5,000 65 *
Wright***

Stephen Kent Pearce*** 10,000 * 8,000 2,000 -0- *

James & Rosalene 5,000 * 4,000 1,000 -0- *
Weatherby***

Jesse Chan 20,000 * 16,000 4,000 -0- *

Charles W. Botsford 15,000 * 12,000 3,000 -0- *

U.S.Trust Co. custodian for 15,000 * 12,000 3,000 -0- *
Portland Partners

James M. Fleming 15,000 * 12,000 3,000 -0- *

Richard Friedman 37,500 * 30,000 7,500 -0- *

Jeffrey Markowitz 37,500 * 30,000 7,500 -0- *

Lester W. Erb Living Trust 67,142 * 36,571 30,571 -0- *

Macy Family Trust 10,000 * 8,000 2,000 -0- *

Merwyn E. Gilderoy*** 10,000 * 8,000 2,000 -0- *

Raymon D. & Lisa D. 15,000 * 12,000 3,000 -0- *
Burrows***

Douglas Joseph Fleming 15,000 * 12,000 3,000 -0- *

Andrew & Sarah Nicoletta 15,000 * 12,000 3,000 -0- *
</TABLE>

-13-

<PAGE> 18

<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering(1) Number of Shares Offered Hereby Owned After Offering (1)
-------------------------- ------------------------------------------- ------------------------
Shares Underlying Notes,
Warrants, Debentures
Name Number Percent Shares(2) and Options(3) Number (4) Percent
- ---- ---------- ----------- --------- ------------------------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Randy J. & Rori Sasaki (21) 109,000 1.12 7,200 101,800 -0- *

E. Bowman McLean (22) 12,000 * 9,600 2,400 -0- *

D & B Partners, LTD 15,000 * 12,000 3,000 -0- *

Rexford E. Spencer*** 17,500 * 14,000 3,500 -0- *

David A. Fry*** 10,000 * 8,000 2,000 -0- *

Jessie L. & Debbie 7,500 * 6,000 1,500 -0- *
Beasley***

David Westcott 5,500 * 4,400 1,100 -0- *

H. Dennison Parker 5,000 * 4,000 1,000 -0- *

Nora Sherwood Parker 5,000 * 4,000 1,000 -0- *

PAMB Investments 5,000 * 4,000 1,000 -0- *

Alan A. & Carla F. Jochim 5,500 * 4,400 1,100 -0- *

J. Scott Liolios (23) 107,000 1.10 5,600 101,400 -0- *

Vicki Barone 5,000 * -0- 5,000 -0- *

Mark Holifer 7,000 * -0- 7,000 -0- *

William J. Macy (24) 67,142 * 36,571 30,571 -0- *

Michael C. Taylor Family 680,000 6.87 152,000 228,000 300,000 3.03
Trust (27)(28)***

James Haney (27)*** 30,000 * 12,000 18,000 -0- *

Phillip Bettendorf (27)*** 20,000 * 8,000 12,000 -0- *

Tom Reski (27) 20,000 * 8,000 12,000 -0- *

John R. Teed, Jr. (27) 10,000 * 4,000 6,000 -0- *

Barry Wagoner (27)*** 10,000 * 4,000 6,000 -0- *

Don Mouchou (27)*** 20,000 * 8,000 12,000 -0- *

David Sidhu (27) 2,500 * 1,000 1,500 -0- *

Jagor Singh Sidhu (27) 2,500 * 1,000 1,500 -0- *
</TABLE>

-14-

<PAGE> 19

Surjit Sidhu (27) 1,750 * 1,000 750 -0- *

Royce Investment Group, Inc. 120,147 1.23 -0- 120,147 -0- *

Renaissance Capital Growth 2,708,333 21.89 -0- 2,708,333 -0- *
& Income Fund III, Inc.

Renaissance U.S. Growth & 800,000 7.64 -0- 800,000 -0- *
Income Trust, PLC

Pacific Consulting Group, Inc. 200,000 2.03 -0- 200,000 -0- *

The Women's Bank 14,286 * -0- 14,286 -0- *

J. Neal Ethridge**** 205,000 2.08 -0- 205,000 -0- *

H. Robert Gill** 15,000 * -0- 15,000 -0- *

H. R. Hodge** 15,000 * -0- 15,000 -0- *

Gary Cansler 66,667 * -0- 66,667 -0- *

Elliot S. & Lois C. Schlissel 164,350 1.67 -0- 164,350 -0- *

Jesse Greenfield 530,258 5.34 11,930 246,525 271,803 2.74

Rockies Fund, Inc. 50,000 * 15,000 35,000 -0- *

Fidelity National Financial, 250,000 250,000 -0- -0- *
Inc.

Bruce Wolitarsky 10,000 * 10,000 -0- -0- *

The Pinnacle Fund, L.P. 110,000 100,000 -0- -0- *

Donald B. Crosbie IRA 20,000 * 20,000 -0- -0- *

Morrie Galter 15,000 * 15,000 -0- -0- *

Douglas R. Urquhart 20,000 * 20,000 -0- -0- *

Ell and Co. f/b/o AT&T 136,020 136,020 -0- -0- *
Corporation

Topworks and Co. f/b/o 34,970 34,970 -0- -0- *

Montgomery County
Pitt and Co. f/b/o Tracor, Inc. 8,170 * 8,170 -0- -0- *
</TABLE>

-15-

<PAGE> 20

<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering(1) Number of Shares Offered Hereby Owned After Offering (1)
-------------------------- ------------------------------------------- ------------------------
Shares Underlying Notes,
Warrants, Debentures
Name Number Percent Shares(2) and Options(3) Number (4) Percent
- ---- ---------- ----------- --------- ------------------------------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Selkeld & Co. f/b/o Sisters of 5,370 * 5,370 -0- -0- *
St. Joseph of Corondelet

Mac & Co. f/b/o Local 25 2,650 * 2,650 -0- -0- *
SEIU Employers Pension
Fund

Siglar & Co. f/b/o Marion 6,605 * 6,605 -0- -0- *
Bradley Glass Via Part Trust

Siglar & Co. f/b/o Marion 6,605 * 6,605 -0- -0- *
Bradley Glass Trust

Bost & Co. f/b/o Fairfax 42,460 * 42,460 -0- -0- *
County Public Schools

Iowas State University 7,150 * 7,150 -0- -0- *
Foundation

F. K. Investments, L.P. 35,000 * 35,000 -0- -0- *

Vision Engineering 180,000 1.83% 180,000 -0- -0- *
Corp. 401k Employee
Retirement Plan (29)
</TABLE>

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

* Less than one percent.

** Denotes a director and/or officer-employee of the Company or a
subsidiary.

*** Denotes an employee (other than officers) of the Company or a
subsidiary.

**** Denotes a person previously employed by, or a director of, the Company
or a subsidiary during the past three years.

(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 offered hereby consists of outstanding Shares
held and offered for the account of the Selling Shareholders.

(3) The number of Shares underlying notes, warrants, debentures and
options are those Shares registered for sale upon conversion and
exercise of notes, warrants, debentures and options held by Selling
Shareholders.

(4) Assumes that all notes, options, debentures and warrants are
converted, exercised and all Shares are sold by the Selling
Shareholders.

(5) Includes 142,800 Shares and warrants to purchase 87,450 Shares held of
record by Mr. Bathgate's two Keough accounts, 50,000 Shares and
warrants to purchase 50,000 Shares held in a joint account with Mr.
Bathgate's wife, one-half of 9,000 Shares held of record by Bathgate
Family Partnership of which Mr. Bathgate is a partner, and one-half of
the 141,667 Shares and warrants to purchase 85,880 Shares held of
record by Kiawah Capital Partners, a general partnership of which Mr.
Bathgate is a general partner. Mr. Bathgate, in a Schedule 13D filing
with the Securities and Exchange Commission, has disclaimed beneficial
ownership of 50% of the Company's securities held of record by Kiawah
Capital Partners. Does not include Shares held of record by spouse.

-16-

<PAGE> 21

(6) Includes 50,000 Shares and warrants to purchase 50,000 Shares held in
a joint account with Ms. Bathgate's husband, Steven M. Bathgate, and
one-half of 9,000 Shares held of record by Bathgate Family Partnership
of which Ms. Bathgate is a partner. Does not include Shares held of
record by spouse.

(7) Includes 14,925 Shares and warrants to purchase 14,925 Shares held of
record in Mr. Bernstein's IRA account.

(8) Includes 10,000 Shares and warrants to purchase 10,000 Shares held of
record in Mr. Kelsall's IRA account, and one-half of the 12,000 Shares
and warrants to purchase 3,000 Shares held of record by D & B
Partners, LTD, a general partnership of which Mr. Kelsall is a general
partner. Does not include Shares held of record by spouse.

(9) Includes 22,000 Shares and warrants to purchase 15,000 Shares held of
record by Mr. McColley's IRA account and one-half of the 141,667
Shares and warrants to purchase 85,880 Shares held of record by Kiawah
Capital Partners, a general partnership, of which Mr. McColley is a
general partner. Mr. McColley, in a Schedule 13D filing with the
Securities and Exchange Commission, has disclaimed beneficial
ownership of 50% of the Company's securities held of record by Kiawah
Capital Partners.

(10) Includes 111,940 Shares and warrants to purchase 111,940 Shares held
of record by a joint account in the name of Mr. Higgins and his wife,
Lynn Higgins.

(11) Includes 25,000 Shares held of record by Mr. Bathgate's IRA account.

(12) Consists of 5,000 Shares held of record by Ms. Kelsall's IRA account.
Does not include Shares held of record by spouse.

(13) Includes 50,000 Shares and warrants to purchase 50,000 Shares held of
record by the James Edgar McDonald Trust and includes 5,000 Shares
held in the name of Virginia Stevens McDonald, of which Mr. McDonald
may be considered a beneficial owner.

(14) Includes 12,000 Shares and warrants to purchase 10,500 Shares held of
record in a joint account with Mr. Brown's wife, Sallie Brown.

(15) Includes 12,000 Shares and warrants to purchase 10,500 Shares held of
record in a joint account with Mr. Morrison's wife, Susan Morrison.

(16) Includes 8,000 Shares and warrants to purchase 7,000 Shares held of
record in a joint account with Mr. Gurney's wife, Georgia Gurney.

(17) Includes 20,000 Shares and warrants to purchase 17,500 Shares held of
record in a joint account with Mr. Walker's wife, Imogene Walker. Does
not include Shares held of record by spouse.

(18) Includes 20,000 Shares and warrants to purchase 17,500 Shares held of
record in a joint account with Ms. Walker's husband, Jon E. Walker.
Does not include Shares held of record by spouse.

(19) Consists of 12,000 Shares and warrants to purchase 10,500 Shares held
of record by Mr. Sharp's IRA account.

(20) Consists of 12,000 Shares and warrants to purchase 10,500 Shares held
of record by Mr. Hammersly's IRA account.

(21) Includes one-half of the options to purchase 200,000 Shares held of
record by Pacific Consulting Company, a general partnership of which
Mr. Sasaki is a general partner.

-17-

<PAGE> 22

(22) Includes one-half of the 12,000 Shares and warrants to purchase 3,000
Shares held of record by D & B Partners, LTD, a general partnership of
which Mr. Bowman is a general partner.

(23) Includes one-half of the warrants to purchase 200,000 Shares held of
record by Pacific Consulting Company, a general partnership of which
Mr. Liolios is a general partner.

(24) Includes 8,000 Shares and warrants to purchase 2,000 Shares held of
record by the Macy Family Trust over which Mr. Macy has beneficial
control as trustee.

(25) Includes Shares acquired in the ACT merger which are 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 not sell such shares until February 21, 1997, and that until
February 21, 1998 they will not sell more than 25% of such shares. In
the event other shareholders subject to this lock-up agreement sell
less than 25% of such shares during such period, other shareholders
may sell more than 25% so long as the aggregate number of shares sold
by the group does not exceed 25%.

(26) These Shares are 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 not sell any of their shares
until February 21, 1997, and that until February 21, 1998 they will
not sell more than 25% of their Shares. In the event other
shareholders subject to this lock-up agreement sell less than 25% of
their Shares during such period, other shareholders may sell more than
25% so long as the aggregate number of Shares sold by the group does
not exceed 25%.

(27) Includes options which are not exercisable until April 8, 1997.

(28) Includes warrants to purchase 150,000 Shares held of record by Michael
C. Taylor and warrants to purchase 150,000 Shares held of record by
Mr. Taylor's wife, Kathleen Taylor.

(29) A maximum of 180,000 Shares will be offered by Vision Engineering
Corp. (a subsidiary of VHC) or the Vision Engineering Corp. 401k
Employee Retirement Plan to provide proceeds to fund a contribution to
that plan. Any balance of Shares remaining after such proceeds are
realized will be cancelled. See "Description of Securities - Securities
Registered Hereby."

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<PAGE> 23

RELATIONSHIPS AND TRANSACTIONS WITH CERTAIN SELLING SHAREHOLDERS

On October 20, 1993 J. Neal Ethridge, a brother of the Company's
Chairman, loaned a subsidiary of the Company $750,000 in exchange for a
promissory note and warrants exercisable to purchase 200,000 shares of Common
Stock at prices ranging from $3.38 to $3.63 per share. During fiscal 1995, at a
time when J. Neal Ethridge was a Director of the Company, this note was
converted to loans from Mr. Ethridge and Gary Cansler, a non-affiliated party,
of $570,000 and $190,000, respectively, to Topro in exchange for promissory
notes secured by a pledge of the shares of Direct Measurement Corporation
("DMC") owned by the Company. On November 8, 1995, the Company sold its
remaining 3,255 DMC shares to three parties, including J. Neal Ethridge, who
was at that time a Director of the Company, and Gary Cansler. The purchase
price, which was in excess of the Company's book value of the shares of
$700,147, was determined by negotiation of the parties and reflected their
consideration of the potential realizable value of the investment of DMC. The
purchase price of $1,110,000 (approximately $341 per share) was paid with
$350,000 in cash, and cancellation of the aggregate of $760,000 of the
Company's promissory notes held by Mr. Ethridge and Gary Cansler. The stock
purchase agreement provides for a bonus payment to be paid the Company as
follows: should DMC be sold to any third party for consideration of greater
than $420 per share the Company will receive 50% of the difference between the
$420 per share and the actual price. This additional consideration will be paid
to the Company when received by the DMC selling shareholders. The Company
realized a gain of $410,000 from the sale of the DMC stock. The Board of
Directors believes that the terms of this transaction were at least as
favorable as terms which could have been obtained from any non-affiliated
party.

Douglas H. Kelsall, President of Caribou Capital Corporation, entered
into a consulting agreement with the Company dated June 15, 1995 for a period
of one year pursuant to which he assisted the Company in identifying and
negotiating with commercial banks and asset-based lenders who would be willing
to re-finance the Company's existing credit lines and loans. During calendar
1995, D & B Partners LTD, of which Mr. Kelsall is a general partner, was one of
several entities which purchased certain accounts receivable of Tech Sales,
Inc., a wholly-owned subsidiary of the Company. The discount on those
receivables offered by D&B Partners LTD was lower than the discount offered by
two other non-affiliated entities. This obligation has been fully repaid.

Pursuant to a Letter of Agreement dated September 1, 1995, the Company
has engaged Pfeiffer Public Relations, Inc. as public relations consultants on
a month to month basis for a fee of $3,000 per month through January 1996 and a
fee of $1,000 per month thereafter. As additional compensation, the Company
issued to John Pfeiffer, president of Pfeiffer Public Relations, Inc., 10,000
Shares and warrants exercisable through October 14, 2000 to purchase 50,000
Shares at a price of $1.00 per Share. Mr. Pfeiffer was also granted certain
registration rights pursuant to which the Shares and the Shares underlying the
warrants are included in the registration statement of which this Prospectus is
a part.

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<PAGE> 24

Bathgate McColley & Associates, LLC, a limited liability company
("BMA") owned equally by Steven M. Bathgate and Eugene C. McColley, has acted
as financial consultant to the Company since April 1995 and its affiliate,
Bathgate McColley Capital Group LLC ("BMCG"), has acted as a placement agent in
private offerings of the Company. Under its Financial Consulting Agreement, BMA
provides advice to, and consults with, the Company concerning business and
financial planning, corporate organization and structure, the Company's
relations with its security holders, private and public debt and equity
financing and financial matters in connection with the operation of the
business of the Company for a fee of $4,000 per month. As additional
compensation, in April 1995 BMA received warrants exercisable for a period of
five years to purchase up to 91,667 Shares at a price of $.67 per Share and was
granted the right to have the Shares underlying those warrants included in
certain registration statements otherwise filed by the Company. The Financial
Consulting Agreement provides that additional compensation, calculated
according to the "Lehman formula," is payable to BMA for assistance provided in
connection with negotiating, structuring and evaluating acquisitions undertaken
by the Company. In accordance with this provision, the Company paid BMA a fee
of $17,500 for services in connection with acquisition of MDCS, a fee of
$120,000 for services in connection with the acquisition of ACT and a fee of
$60,000 in connection with the acquisition of VHC. BMA also acted as broker for
the Company's sale of debentures to Renaissance for which it was paid broker's
fees totaling $164,500 (3.5%). In addition, BMCG acted as the Company's
placement agent in connection with the Company's 1995 and 1996 private
placements. In connection with a renewal of the Financial Consulting Agreement
in April 1996, the Company issued 100,000 options to purchase Shares of Common
Stock to BMA which were subsequently transferred 50,000 to each of Steven M.
Bathgate and Eugene C. McColley. Each option is exercisable to purchase one
Share of Common Stock at $2.56 per Share expiring on March 31, 2001. Various
securities held by BMA and its affiliates, including those described above, are
registered for public sale pursuant to this Prospectus.

In February 1996 the Company entered into a 12 month Financial Public
Relations Agreement with Pacific Consulting Group, Inc. ("PCG"). Under the
contract, PCG receives a fee of $4,000 per month and was issued three-year
options to purchase 50,000 Shares at $1.25 per Share, 50,000 Shares at $2.00
per Share, 50,000 Shares at $2.50 per Share and 50,000 Shares at $3.00 per
Share. The Shares underlying the options issued to PCG are registered for
public sale pursuant to this Prospectus.

The Company has entered into Loan Agreements with Renaissance Capital
Growth & Income Fund III, Inc. and Renaissance U.S. Growth & Income Trust, PLC,
holders of an aggregate of $4.7 million of the Company's 9% Convertible
Debentures, which provide, among other things, for the Company's payment of a
monthly financial advisory fee of $1,500 per month to Renaissance Capital
Group, Inc., which serves as investment adviser to the two funds and grants
Renaissance Capital Group, Inc. the right to designate a nominee to the
Company's Board of Directors. The Loan Agreements also contain other standard
agreements and covenants of the Company.

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<PAGE> 25

The Company and certain of the employees, Officers and Directors
identified in the table of Selling Shareholders, above, are parties to
agreements providing for compensation of those persons for services provided to
the Company.

Except as described above and as noted in the Selling Shareholder
table above, none of the Selling Shareholders have had any position, office or
other material relationship with the Company during the past three years.

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<PAGE> 26

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.

The Selling Shareholders have exercised their right to require the
Company to register the Shares which the Selling Shareholders purchased from
the Company in private transactions. Those private placement purchasers 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
for a period of at least nine months from the date of this Prospectus or until
the Shares have been sold, whichever first occurs. 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.

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

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<PAGE> 27

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.

In accordance with the registration rights granted by the Company,
certain of the Selling Shareholders are restricted as to the amount and/or
timing of public sales of Shares made pursuant to this Prospectus. Persons who
received any of the 1,657,000 Shares issued in exchange for shares of ACT, and
Topro's President, John Jenkins, who owns 178,571 outstanding Shares and
501,071 Shares underlying warrants and options, have agreed not to sell any
Shares prior to February 21, 1997 and thereafter not to sell more than 25% of
such Shares prior to February 21, 1998, without in each case the prior consent
of both Renaissance Capital Growth & Income Fund III, Inc., holder of $3.5
million of the Company's debentures, and BMCG.

The Company is unable to predict the effect which sales of the Shares
by the Selling Shareholders might have upon the market price of the Company's
Common Stock or the Company's ability to raise further capital. See "Risk
Factors - Market Overhang."

SALE OF COMMON STOCK BY THE COMPANY

Public Sale. The Company is offering Shares underlying the Public
Warrants and Underwriter's Unit Warrants issued in its 1992 public offering. No
underwriter or placement agent has been engaged to assist the Company in this
regard and no commissions or similar compensation will be paid to any party.

Private Sale. The Company will issue Shares of "restricted" Common
Stock to the Selling Shareholders upon their conversion or exercise of
outstanding notes, warrants, debentures or options which they purchased from
the Company in private transactions. The Company anticipates that Shares issued
upon exercise of notes, warrants, debentures and options 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

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<PAGE> 28

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.

DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL

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 are authorized. No Shares of Preferred Stock
are issued or outstanding as of the date of this Prospectus. No holder of any
Shares of Common Stock has any preemptive right to subscribe for any of the
Company's securities. Upon dissolution, liquidation or winding up of the
Company, the assets will be divided pro rata on a share-for-share basis among
holders of all outstanding Shares of Common Stock.

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 Securityholders. Securityholders 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

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<PAGE> 29

for the election of the directors will be unable to elect any person or persons
to the Board of Directors.

ISSUED, OUTSTANDING AND RESERVED. As of February 12, 1997, the Company
had issued and outstanding 9,664,522 Shares of Common Stock, which includes the
1,883,333 shares issued effective February 7, 1997 to acquire ACS.

SECURITIES REGISTERED HEREBY.

On March 7, 1995 the Company sold $525,000 of 10% Senior Convertible
Notes under exemptions offered by Regulation D and Regulation S under the 1933
Act. The notes are convertible at the rate of $.67 into units consisting of one
Share and one warrant. Commencing March 7, 1997, the notes are redeemable, in
whole only, for an amount equal to 110% of the amount of the outstanding
principal plus accrued and unpaid interest upon 30 days notice, provided that
the average trading price of the Company's Common Stock equals or exceeds $2.00
per Share for 20 consecutive trading days. Each warrant included in the units
is exercisable to purchase one Share at $1.00 per Share. The Company may redeem
these warrants at a price of $.01 per warrant if the closing bid price of the
Company's Common Stock equals or exceeds $2.50 for 20 consecutive trading days.
An additional 31,314 units (consisting of 31,314 Shares and warrants
exercisable to purchase 31,314 Shares) were issued as placement agent's
compensation and placement agent's warrants exercisable to purchase 74,627
units were issued in the note offering. During 1995, $175,000 principal amount
of notes, plus accrued interest, was converted to 267,829 units. The $350,000
principal amount of notes outstanding may be converted to an aggregate of
522,388 units. The Shares included in the units and those issuable upon
exercise of the warrants included in the units underlying the $225,000 of notes
issued pursuant to Regulation D and those issued as placement agent's
compensation have been registered for public sale pursuant to this Prospectus.
During 1995 and 1996, the Company issued 26,049 units as payment of accrued
interest on the $350,000 principal amount of notes which not converted. Of the
52,098 Shares included in the units and underlying the warrants included in the
units issued as interest, 29,770 Shares are registered for public sale pursuant
to this Prospectus.

On April 1, 1995 the Company sold 449,850 units of securities under an
exemption afforded by Regulation D of the 1933 Act. Each unit consisted of one
Share and one warrant exercisable at $1.00 per Share until April 1, 2000. At
any time that the Company has an effective registration statement, such
warrants will be subject to redemption at a price of $.0001 per warrant so long
as the closing bid price of the Company's Common Stock has equalled or exceeded
$2.00 per Share for a period of 30 consecutive trading days. An additional
67,477 units are issuable upon exercise of options granted to the placement
agent for the offering. The Shares included in the units and underlying the
warrants included in the units are registered for public sale pursuant to this
Prospectus.

On June 30, 1995, the Company sold 139,311 units of securities to
employees of the Company under an exemption afforded by Regulation D of the
1933 Act. Each unit consisted of one

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<PAGE> 30

Share and one warrant exercisable at $1.00 per Share until April 1, 2000. At
any time that the Company has an effective registration statement, such
warrants will be subject to redemption at a price of $.0001 per warrant so long
as the closing bid price of the Company's Common Stock has equalled or exceeded
$2.00 per Share for a period of 30 consecutive trading days. The Shares
included in the units and underlying the warrants included in the units are
registered for public sale pursuant to this Prospectus.

On November 8, 1995 the Company issued warrants to purchase 14,286
Shares exercisable at $1.75 per Share until November 7, 2000 to The Women's
Bank in consideration for a loan in the amount of $650,000. At any time that
the Company has an effective registration statement, the Warrants will be
subject to redemption at a price of $.0001 per warrant so long as the last sale
price of the Company's Common Stock has equalled or exceeded $2.00 per Share
for a period of 30 consecutive trading days. The Shares issuable upon exercise
of the warrants are registered for public sale pursuant to this Prospectus.

During December 1995 through February 1996, the Company sold $480,000
of 12% Subordinated 180-day Promissory Notes and 240,000 warrants to purchase
Common Stock under exemptions afforded by Regulation D under the 1933 Act. Of
this amount, $465,000 of the notes were converted into subscriptions to
purchase 46,500 units pursuant to the Company's unit offering conducted in
March and April 1996 and $15,000 of the notes were paid in full. Each warrant
is exercisable to purchase one Share at $1.00 per Share until April 1, 2000. At
any time that the Company has an effective registration statement, the warrants
are subject to redemption at a price of $.0001 per warrant so long as the last
sale price of the Company's Common Stock has equalled or exceeded $2.00 per
Share for a period of 30 consecutive trading days. The Shares underlying the
warrants are registered for public sale pursuant to this Prospectus.

On February 15, 1996 the Company issued options to purchase 200,000
Shares to Pacific Consulting Group, Inc., exercisable 50,000 at $1.25 per
Share, 50,000 at $2.00 per Share, 50,000 at $2.50 per Share and 50,000 at $3.00
per Share until February 15, 1999. The options were issued in consideration for
financial public relations consulting services. The Shares underlying the
options are registered for public sale pursuant to this Prospectus.

In February 1996 the Company issued 1,657,000 Shares to the
shareholders of Advanced Control Technology, Inc. ("ACT") in connection with
the Company's acquisition of ACT. The shareholders of ACT may receive up to
100,000 bonus Shares if certain profit goals are met during the first two
quarters of fiscal 1997. In connection with the merger, 65,000 Shares were
issued to ACT's attorneys in settlement of past fees. The Shares issued to the
shareholders and attorneys of ACT are registered for public sale pursuant to
this Prospectus. Shares issued to ACT shareholders are subject to a "lock-up"
arrangement. See "Selling Shareholders - footnote 25."

During March and April 1996 the Company sold 100,000 units of
securities under an exemption afforded by Regulation D of the 1933 Act. Each
unit consisted of eight Shares and two warrants, each exercisable at $1.00 per
Share until April 1, 2000. At any time that the Company

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<PAGE> 31

has an effective registration statement, the warrants will be subject to
redemption at a price of $.0001 per warrant so long as the last sale price of
the Company's Common Stock has equalled or exceeded $2.00 per Share for a
period of 30 consecutive trading days. An additional 15,000 units are issuable
upon exercise of warrants granted to the placement agent for the offering. The
Shares included in the units and underlying the warrants included in the units
are registered for public sale pursuant to this Prospectus.

On April 25, 1996 the Company issued warrants to purchase 50,000
Shares exercisable at $2.00 per Share commencing on the earlier of (1) April
25, 1997 or (2) the date of this Prospectus and expiring on May 31, 1999 to
certain persons in consideration for the release of a certificate of deposit
pledged by the Company as security for certain Senior Convertible Notes issued
in March 1995. At any time that the Company has an effective registration
statement, the Warrants will be subject to redemption at a price of $.0001 per
warrant so long as the last sale price of the Company's Common Stock has
equalled or exceeded $3.00 per Share for a period of 30 consecutive trading
days. Of the 50,000 Shares issuable upon exercise of the warrants, 28,572 are
registered for public sale pursuant to this Prospectus.

During May 1996 the Company sold $375,000 of 8% 270-day Convertible
Debentures and 214,284 warrants to purchase Common Stock under exemptions
afforded by Regulation D under the Securities Act of 1933, as amended. The
Debentures were convertible at the rate of one Share per $1.75 of principal and
interest and as of November 1, 1996, the entire $375,000 principal amount of
the Debentures was converted into an aggregate of 214,286 Shares of Common
Stock. Each warrant is exercisable to purchase one Share at $4.25 per Share at
any time until June 24, 1997. At any time that the Company has an effective
registration statement, the warrants will be subject to redemption at a price
of $.05 per warrant. The Shares issuable upon conversion of the Debentures and
underlying the warrants are registered for public sale pursuant to this
Prospectus.

On May 30, 1996 the Company issued 200,000 Shares of Common Stock and
options to purchase 900,000 Shares of Common Stock to the shareholders of
Vision Engineering Corporation ("VEC") in connection with the merger of the
Company and VEC. The Shares issued to the shareholders of VEC and 300,000
Shares underlying options (of which 150,000 options are not exercisable until
April 8, 1997) exercisable at $2.25 per Share until October 8, 2006 are
registered for public sale pursuant to this Prospectus.

On June 27, 1996, the Company issued 100,000 options to purchase
Shares of Common Stock to Bathgate McColley & Associates LLC, its investment
banking consultants, which were subsequently transferred 50,000 to each of
Steven M. Bathgate and Eugene C. McColley. Each option is exercisable to
purchase one Share at $2.56 per Share expiring on March 31, 2001. The Shares
underlying the options are registered for public sale pursuant to this
Prospectus.

The Company issued the following 9% Convertible Debentures
("Debentures") to Renaissance Capital Growth & Income Fund III, Inc. and/or
Renaissance U.S. Growth & Income

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<PAGE> 32
Trust, PLC ("Renaissance"): $1,500,000 on February 21, 1996, $1,000,000 on
March 5, 1996, $1,000,000 on June 23, 1996 and $1,200,000 on October 30, 1996.
The conversion rate is $1.50 per Share on the Debentures; the $4,700,000
aggregate principal amount of the Debentures is convertible into 3,133,333
shares of Common Stock. The outstanding principal amount of the Debentures is
redeemable at 120% of par if the closing bid price for the Company's Common
Stock averages at least $5.00 per Share for 20 consecutive trading days and is
supported by a minimum of $.25 in net earnings per Share. In addition, the
Company issued to Renaissance warrants exercisable to purchase 375,000 Shares
at $2.00 per Share expiring on March 31, 1999. The Shares underlying the
Debentures and warrants are registered for public sale pursuant to this
Prospectus.

During September and October 1996 the Company sold $150,000 of 12%
Unsecured Subordinated Promissory Notes Series 1996-A under exemptions afforded
by Regulation D under the 1933 Act. On the issuance date of each Note, the
Company paid to the lenders a loan origination fee in the amount of 2,500 Shares
per $50,000 of the principal sum of the Note. The initial maturity date of the
Notes was November 8, 1996. As permitted by the terms of the Notes the maturity
date was extended to December 9, 1996, then to January 8, 1997, then to February
8, 1997, in each case in consideration of the Company's payment to the lenders
of 2,500 Shares per $50,000 of principal. During January 1997, the Company
repaid $50,000 principal amount of the Notes, with accrued interest. Upon an
event of default, the Notes were to be convertible to Shares at the option of
the lender at the rate of one Share per $.50 of principal and accrued interest.
On February 7, 1997, the Company and a holder of $50,000 principal amount of
Notes agreed to extend the due date to March 10, 1997 in consideration of 5,000
shares to be issued to the Noteholder. On February 7, 1997, the Company and the
holder of the remaining $50,000 principal amount agreed to extend the due date
to March 10, 1997 in consideration of 5,000 Shares and the right to convert the
principal and interest due on that date to Common Stock at the rate of one Share
per $1.50 of debt. The Shares issued as the loan origination fee and as the
extension fees and the Shares issuable upon conversion of the Notes are
registered for public sale pursuant to this Prospectus.

On November 26, 1996 the Company issued 180,000 Shares into escrow for
the benefit of Vision Engineering Corp., a wholly-owned subsidiary of VHC, in
order to allow Vision Engineering Corp. to fund a contribution of $102,941 to
its 401k employee retirement plan which was outstanding prior to the Company's
acquisition of VHC, plus interest and earnings due. The Shares were issued in a
private transaction pursuant to Section 4(2) under the Act. On the date of this
Prospectus, the Shares will be released from escrow and Vision Engineering
Corp. (or the plan) which will offer that number of Shares necessary to net
proceeds of approximately $180,000, to be contributed to the 401k employee
retirement plan. Any balance of Shares remaining after such proceeds are
realized will be cancelled.

On November 27, 1996, the Company concluded the sale of 700,000 Shares
to a limited number of accredited, institutional investors in a private
placement pursuant to exemptions from registration set forth in Section 4(2) and
Rule 506 of Regulation D under the Act. The investors were granted a
"piggy-back" registration right which has been exercised to include those shares
in the registration Statement of which this Prospectus is a part. If the
registration statement is not effective by February 1, 1997, and for every two
month period thereafter during which the Company fails to have a registration
statement become effective, the investors will have the right to receive an
aggregate of 70,000 Common Stock Purchase Warrants (the "Penalty Warrants"; i.e.
one Penalty Warrant for each ten Shares purchased), up to a maximum of 350,000
Penalty Warrants. The Penalty Warrants will be exercisable for two years from
the date of issuance at a price equal to the average closing bid price of the
Common Stock during the period of five business days prior to the issuance

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dates. If the Shares have not been registered by December 1, 1997, all of the
Penalty Warrants will be exercisable at $1.50 per share. The Common Stock
underlying the Penalty Warrants will have piggy-back registration rights with
respect to any applicable form of registration statement filed by the Company
after the registration statement of which this Prospectus is a part becomes
effective; neither the Penalty Warrants nor the underlying Common Stock is
registered hereby. Since the registration statement of which this Prospectus is
a part was declared effective after February 1, 1997, the Company is obligated
to issue 70,000 Penalty Warrants.

The Company also has registered 100,000 Shares issuable at $.67 per
Share upon exercise of warrants, of which 91,667 are held by Kiawah Capital
Partners, an entity owned 50% by Steven M. Bathgate and 50% by Eugene C.
McColley, 150,000 Shares issuable at prices ranging from $.75 to $1.62 per Share
upon exercise of options granted to officer/employees pursuant to employment
agreements, and 15,000 Shares issuable at $.63 per Share, 10,000 Shares issuable
at $3.50 per Share and 10,000 Shares issuable at $3.75 per Share, upon exercise
of options granted to non-employee directors.

Also registered hereby are 316,667 Shares underlying warrants issued
to persons who have loaned funds to the Company. These warrants are exercisable
at prices of $1.25 (50,000 warrants), $2.50 (66,667 warrants) and $3.73 (20,000
warrants). These warrants are not redeemable by the Company.

In addition, the Company has registered the 602,000 Shares issuable at
a price of $4.25 per Share upon exercise of the Public Warrants issued as a
component of units in the Company's 1992 public offering, the 60,000 Shares
issuable upon exercise of Underwriter's Unit Warrants at $5.10 per unit, and the
60,000 Shares issuable at $4.25 per Share upon exercise of warrants included in
those units. The $4.25 Public Warrants may be redeemed if the closing bid price
for the Common Stock has exceeded $6.375 for at least 20 consecutive trading
days and each of the seven trading days immediately preceding notice of
redemption.

The following table summarizes the Shares registered hereby which are
issuable upon exercise or conversion of various notes, warrants, debentures and
options:

-29-

<PAGE> 34

<TABLE>
<CAPTION>
Number of Exercise or
Type of Security Underlying Shares Conversion price
---------------- ----------------- ----------------
<S> <C> <C>
Common Stock included in Units
issuable upon
conversion of
Convertible Notes 298,507 Shares $ . 67
- -------------------------------------------------------------------------
Common Stock issuable upon 174,627 Shares $ .67
exercise of Warrants 1,604,281 Shares $ 1.00
170,000 Shares $ 1.25
14,286 Shares $ 1.75
582,143 Shares $ 2.00
66,667 Shares $ 2.50
200,000 Shares $ 3.73
274,284 Shares $ 4.25
60,000 Shares $ 5.10
- -------------------------------------------------------------------------
Common Stock issuable upon
conversion of Debentures 3,133,333 Shares $ 1.50
- -------------------------------------------------------------------------
Common Stock issuable upon
conversion of Notes (with 105,000 Shares* $ . 50*
accrued interest) 35,000 Shares $ 1.50
- -------------------------------------------------------------------------
Common Stock issuable upon 25,000 Shares .63
exercise of Options 67,477 Shares $ .67
80,000 Shares $ .75
60,000 Shares $ 1.20
50,000 Shares $ 1.25
10,000 Shares $ 1.625
75,000 Shares $ 1.75
10,000 Shares $ 1.81
50,000 Shares $ 2.00
300,000 Shares $ 2.25
50,000 Shares $ 2.50
100,000 Shares $ 2.56
50,000 Shares $ 3.00
110,000 Shares $ 3.50
10,000 Shares $ 3.75
- -------------------------------------------------------------------------
Common Stock issuable upon
exercise of publicly held Warrants 662,000 Shares $ 4.25
- -------------------------------------------------------------------------
</TABLE>

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

* This note is convertible only if the Company defaults.

See "Risk Factors - Market Overhang."

-30-

<PAGE> 35

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 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 and by the Company upon exercise
of the Redeemable Common Stock Purchase Warrants and Underwriter's Warrants
will be passed upon on behalf of the Company by Key & Mehringer, PC, 555
Seventeenth Street, Suite 3405, Denver, Colorado 80202.

EXPERTS

The consolidated balance sheet of Topro, Inc. and subsidiaries as of
June 30, 1996 and the related consolidated statements of operations,
stockholders' equity and cash flows for the years ended June 30, 1996 and 1995,
which appear in the Company's Form 10-KSB for the year ended June 30, 1996 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.

The consolidated balance sheets of Advanced Control Technology, Inc.
and Subsidiary as of March 31, 1995 and 1994 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
then ended which appear in the Company's Current Report on Form 8-K dated
February 21, 1996, as amended, have been incorporated by reference herein in
reliance upon the report, dated June 1, 1995, of Moss Adams LLP, Eugene,
Oregon, independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

The consolidated balance sheets of Vision Engineering Corp. and Vision
Fabrication, Inc. as of December 31, 1995 and the related combined statements
of operations, stockholders' equity (deficit) and cash flows for the year then
ended which appear in the Company's Current Report on Form 8-K dated May 30,
1996, as amended, have been incorporated by reference herein in reliance upon
the report, dated July 30, 1996, of Hein + Associates LLP, Orange, California,
independent auditors, and upon the authority of said firm as experts in
accounting and auditing.

The statement of operations, stockholders' equity (deficit) and cash
flows of Vision Engineering Corp. for the year ended December 31, 1994 which
appear in the Company's Current Report on Form 8-K dated May 30, 1996, as
amended, have been incorporated by reference herein in reliance upon the
report, dated September 22, 1995, of McGladrey & Pullen, LLP, Anaheim,
California, independent auditors, and upon the authority of said firm as
experts in accounting and auditing.

The combined financial statements of All-Control Systems, Inc. and
affiliate which appear in the Company's Current Report on Form 8-K dated
December 31, 1996, as amended, have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for the periods set
forth in their report included therein and are incorporated herein by reference
in reliance upon such report given upon the authority of said firm as experts
in accounting and auditing.

-31-

<PAGE> 36

[BACK COVER PAGE OF PROSPECTUS]

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.

TABLE OF CONTENTS

Available Information; Documents Incorporated
by Reference. ...........................................
Forward Looking Statements....................................
Prospectus Summary............................................
Risk Factors..................................................
Use of Proceeds...............................................
Selling Shareholders..........................................
Plan Of Distribution..........................................
Description Of Securities.....................................
Legal Matters.................................................
Experts.......................................................

TOPRO, INC.

13,119,211 Shares

of Common Stock

PROSPECTUS

February __, 1997

<PAGE> 37

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.

<TABLE>
<S> <C>
SEC Filing fee $10,988
Blue sky legal and filing fees 7,500
Printing costs 1,000
Edgar cost 1,000
Legal fees 25,000
Accounting fees 3,000
Postage and Delivery 1,200
Miscellaneous 312
--------

Total $50,000
=======
</TABLE>

All amounts listed above, except for the registration 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 pro ceeding) 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

II-1

<PAGE> 38

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.

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 in demnified 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.

II-2

<PAGE> 39

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.

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. (O)

3.3 Restated Articles of Incorporation. (L)

3.4 By Laws (H)

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

4.2 Loan Agreement - Renaissance Capital Growth & Income Fund III, Inc.
(B)

II-3

<PAGE> 40

4.3 Loan Agreement and Convertible Debenture dated October 30, 1996 -
Renaissance Capital Growth & Income Trust, PLC. (M)

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

10.1 $570,000 Variable Rate Secured Promissory Note and Security Agreement
dated June 1, 1995 with J. Neal Ethridge. (D)

10.2 $190,000 Variable Rate Secured Promissory Note and Security Agreement
dated June 1, 1995 with Gary Cansler. (D)

10.3 Promissory Note issued by Tech Sales, Inc. in favor of R. Larry
Ethridge, President and a Director of the registrant, in the amount of
$50,000. (I)

10.4 Promissory Note issued by Tech Sales, Inc. in favor of William B.
Heermann, Vice President and a Director of the registrant, in the
amount of $30,000. (I)

10.6 1992 Employee Stock Purchase Plan. (J)

10.7 1992 Incentive Stock Option Plan. (J)

10.8 Agreement dated March 29, 1993 with Direct Measurement Corporation,
whereby the Company invested $300,000 for an approximate 17% equity
interest in Direct Measurement Corporation. An additional Agreement
signed March 29, 1993, granted the Company an exclusive three year
right to market Direct Measurement Corporation's products for three
years throughout North America with non exclusive rights world wide.
(J)

10.9 Employment Agreement dated December 27, 1994 between the Registrant
and John Jenkins. (E)

10.10 Non-Qualified Stock Option Agreement dated December 27, 1994 between
the Registrant and John Jenkins. (D)

10.11 Asset Purchase Agreement dated May 5, 1995 - regarding sale of certain
operating assets of the Registrant's subsidiary Sharp Electric
Construction Company to Piper Electric Co., Incorporated. (F)

10.12 Note, Loan and Security Agreement dated August 24, 1992 With Merrill
Lynch Business Financial Services, Inc. as amended February 19, 1993
and renewed August 23, 1993. (J)

II-4
<PAGE> 41

10.13 Renewal, dated April 4, 1995, of Note, Loan and Security agreement
with Merrill Lynch Business Financial Services. (D)

10.14 Agreement signed October 4, 1994 with Direct Measurement Corporation.
(K)

10.15 Agreement dated December 6, 1994 with Direct Measurement Corporation.
(D)

10.16 Stock Purchase Agreement dated November 7, 1995 - regarding DMC
shares. (G)

10.17 Employment Agreement dated July 27, 1995 between the Registrant and E.
Gregory Fisher (M)

10.18 Employment Agreement dated February 21, 1996 between the Registrant
and Jon E. Walker. (B)

10.19 Employment and Consulting Agreements, as amended - Michael Taylor. (M)

10.20 Employment and Consulting Agreements, as amended - Kathleen Taylor.
(M)

10.21 Press Release dated October 16, 1996 with respect to the All-Control
Systems, Inc. Letter of Intent. (M)

10.22 Employment Agreement dated January 28, 1997 between the Registrant and
John Jenkins. Filed herewith.

21.1 List of Subsidiaries. Filed herewith.

23.1 Consent of Key & Mehringer, PC. Filed herewith. See Exhibit 5.1.

23.2 Consent of Hein + Associates LLP. Previously filed.

23.3 Consent of Moss Adams LLP. Previously filed.

23.4 Consent of McGladrey & Pullen, LLP. Previously filed.

23.5 Consent of BDO Seidman, LLP. Filed herewith.

24.1 Power of Attorney. Previously filed.

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

II-5
<PAGE> 42

(A) Incorporated by reference to the Form 8-K Current Report 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 Form 10-KSB for the
fiscal year ended June 30, 1995.

(E) Incorporated by reference to the Form 8-K Current Report dated January
23, 1995.

(F) Incorporated by reference to Exhibit 2.1 to the Form 8-K Current
report dated May 2, 1995.

(G) Incorporated by reference from the Company's Form 8-K dated November
8, 1995.

(H) Incorporated by reference from Exhibit 3.3 to Registration Statement
on Form S-1, File No. 33-47159, effective June 17, 1992.

(I) Incorporated by reference from the Company's Form 10-K for the fiscal
year ended June 30, 1992.

(J) Incorporated by reference from the Company's Form 10-K for the fiscal
year ended June 30, 1993.

(K) Incorporated by reference from the Company's Form 10-K for the fiscal
year ended June 30, 1994.

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

(M) Incorporated by reference from the Company's Form 10-QSB for the
quarter ended September 30, 1996.

(N) Incorporated by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1, File No. 33-47159, effective date
June 17, 1992.

II-6
<PAGE> 43

(O) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
dated December 31, 1996.

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.

II-7

<PAGE> 44

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 February 13, 1997.

TOPRO, INC., Registrant

By /s/ John Jenkins
--------------------------------
John Jenkins, President, CEO and
Principal Financial Officer

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.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Thomas Tennessen Principal Accounting February 13, 1997
- ----------------------------------- Officer
Thomas Tennessen

/s/ R. Larry Ethridge * Chairman of the February 13, 1997
- ---------------------------------- Board of Directors
R. Larry Ethridge

/s/ John Jenkins President, Chief Executive February 13, 1997
- ---------------------------------- Officer, Principal Financial
Officer and Director
John Jenkins

- ---------------------------------- Director
H. Robert Gill

- ---------------------------------- Director
H. R. Hodge

/s/ Jon E. Walker * Director February 13, 1997
- ----------------------------------
Jon E. Walker
</TABLE>

* By John Jenkins, Attorney in Fact

II-8

<PAGE> 45

EXHIBIT INDEX

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. (O)

3.3 Restated Articles of Incorporation. (L)

3.4 By Laws (H)

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

4.2 Loan Agreement - Renaissance Capital Growth & Income Fund III, Inc.
(B)
<PAGE> 46

4.3 Loan Agreement and Convertible Debenture dated October 30, 1996 -
Renaissance Capital Growth & Income Trust, PLC. (M)

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

10.1 $570,000 Variable Rate Secured Promissory Note and Security Agreement
dated June 1, 1995 with J. Neal Ethridge. (D)

10.2 $190,000 Variable Rate Secured Promissory Note and Security Agreement
dated June 1, 1995 with Gary Cansler. (D)

10.3 Promissory Note issued by Tech Sales, Inc. in favor of R. Larry
Ethridge, President and a Director of the registrant, in the amount of
$50,000. (I)

10.4 Promissory Note issued by Tech Sales, Inc. in favor of William B.
Heermann, Vice President and a Director of the registrant, in the
amount of $30,000. (I)

10.6 1992 Employee Stock Purchase Plan. (J)

10.7 1992 Incentive Stock Option Plan. (J)

10.9 Employment Agreement dated December 27, 1994 between the Registrant
and John Jenkins. (E)

10.10 Non-Qualified Stock Option Agreement dated December 27, 1994 between
the Registrant and John Jenkins. (D)

10.12 Note, Loan and Security Agreement dated August 24, 1992 With Merrill
Lynch Business Financial Services, Inc. as amended February 19, 1993
and renewed August 23, 1993. (J)
<PAGE> 47