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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
July 11, 1997
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Date of Report
(Date of Earliest Event Reported)
TOPRO, INC.
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(Exact name of Registrant as specified in its charter)
Colorado 0-19167 84-1042227
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) I. D. Number)
2525 West Evans Avenue, Denver, Colorado 80219
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(Address of principal executive offices) (zip code)
(303) 935-1221
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
TOPRO, INC.
SUPPLEMENT DATED JULY 21, 1997 TO
THE PROSPECTUS DATED MARCH 6, 1997
The following information known to Topro, Inc. (the "Company") as of
July 18, 1997 with respect to the "Selling Shareholders" and "Description of
Securities" sections of the Company's March 6, 1997 Prospectus, and updates
and supplements the information set forth in the Prospectus.
SELLING SHAREHOLDERS
This Supplement updates the information for each Selling Shareholder
named below. The information set forth below is based upon information
concerning beneficial ownership provided to the Company by each Selling
Shareholder, and is believed by the Company to be current as of July 18,
1997. 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>
Shares Beneficially Number of Shares Shares Beneficially
Owned Prior to Offering(1) Offered Hereby Owned After Offering(1)
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Shares Underlying
Notes, Warrants,
Debentures
Name Number Percent Shares(2) and Options(3) Number(4) Percent
- ---- ------- ------- --------- -------------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Pacific Consulting Group, -0- * -0- -0- -0- *
Inc.(5)
Randy J. & Rori Sasaki 138,500 1.41% 7,200 95,800 35,500 *
J. Scott Liolios 136,500 1.39% 5,600 95,400 35,500 *
Ed Wallick 6,000 * -0- 6,000 -0- *
Steve Patino 5,000 * -0- 3,000 2,000 *
Mark Qualey 5,000 * -0- 3,000 2,000 *
</TABLE>
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* Less than 1 percent.
(1) Beneficial ownership is calculated in accordance with Rule 13d-3(d) of the
Securities Exchange Act of 1934, as amended. Under Rule 13d-3(d), shares
not outstanding that are subject to options, warrants, rights or conversion
privileges exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage owned by such person of
the class, but not deemed outstanding for the purpose of calculating the
percentage owned of the class by any other person.
(2) The number of Shares offered hereby consists of outstanding Shares held and
offered for the account of the Selling Shareholders.
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(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 and
exercised and all Shares offered hereby are sold by the Selling
Shareholders. Pacific Consulting Group, Inc. ("Pacific") acquired an
additional 75,000 options pursuant to a one year extension of the
Consulting Agreement between the Company and Pacific. Pacific transferred
the 75,000 options to Randy Sasaki, J. Scott Liolios, Steve Patino and
Mark Qualey. The shares beneficially owned after the offering reflect the
shares underlying those options, which have not been registered for sale
pursuant to this Prospectus..
(5) Pacific has transferred all 200,000 Options it previously owned to Randy
S. Sasaki, J. Scott Liolios, Ed Wallick, Steve Patino and Mark Qualey.
DESCRIPTION OF SECURITIES
SECURITIES REGISTERED HEREBY. On July 11, 1997 Topro, Inc.'s Board of
Directors resolved to reduce temporarily the exercise price of certain
outstanding Common Stock Purchase Warrants. All of the following reductions
are effective through July 25, 1997; thereafter, the original exercise price
will remain in effect. The Board determined that such action was in the best
interest of the Company in order to provide immediate working capital and
provide an incentive for immediate exercise of warrants which otherwise might
not be exercised in advance of expiration dates reaching as far into the
future as March 2000. The closing sale price of the Company's Common Stock
was $2.063 per share on July 10, 1997, the day prior to the adoption of these
resolutions, and $2.313 per share on July 11, 1997, the day the resolutions
were adopted.
The Company lowered to an average of $2.85 the exercise price of 200,000
Warrants issued to a private lender in October 1993, which had been
exercisable through October 31, 1998 at the following prices: 100,000 at
$3.375 per share; 50,000 at $3.50 per share, and 50,000 at $3.625 per share.
The Company lowered to $.82 from $1.00 the exercise price of 994,776
Warrants issued in connection with its March 1995 private placement of 10%
Senior Convertible Notes. These Warrants expire on various dates during the
period May 31, 1998 through March 7, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Topro, Inc.
Date: July 21, 1997 By: /s/ John Jenkins
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John Jenkins
President and CEO
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