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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
August 22, 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.
A. Topro, Inc. hereby supplements its Prospectus dated March 6, 1997, as
follows:
TOPRO, INC.
SUPPLEMENT DATED AUGUST 22, 1997 TO
THE PROSPECTUS DATED MARCH 6, 1997
The following information known to Topro, Inc. (the "Company") as of
August 15, 1997 updates and supplements the information set forth in the
"Selling Shareholders" section of the Company's March 6, 1997 Prospectus.
SELLING SHAREHOLDERS
This Supplement updates the information for each Selling Shareholder
named below. 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 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
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<S> <C> <C> <C> <C> <C> <C>
Michael C. Taylor Family
Trust (5) 680,000 6.87% 152,000 528,000 -0- *
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John P. Jenkins 679,642 6.69% 178,571 101,071 400,000 *
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</TABLE>
________________________
* 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.
(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.
(5) 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.
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B. On August 26, 1997 the Company issued a Press Release, which
is filed as Exhibit 20.1 hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits. The following exhibit is filed with this Report:
20.1 Press Release dated August 26, 1997
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: August 26, 1997 By: /s/John Jenkins
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John Jenkins, President and CEO
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EXHIBIT 20.1
PRESS RELEASE - TOPRO, INC.
Topro, Inc.
2525 W. Evans Ave.
Denver, CO 80219
SUN COMPANY CONTRACTS WITH TOPRO, INC.
TO SMOOTH COMPUTER TRANSITIONS TO YEAR 2000
August 27, 1997 - DENVER, CO - Topro, Inc. (Nasdaq - TPRO), a leading
provider of automation and systems integration solutions to industry, today
announces that Sun Company, Inc. Lubricants Division, headquartered in
Philadelphia, PA, has contracted with Topro, Inc. for their PLANTY2KONE-TM-
offering.
"Sun's Lubricant blending and packaging facilities at their Marcus Hook, PA
and Tulsa, OK, plants use multiple computer systems for batching and blending
their products, tracking production and inventories, quality control and
reporting to the company's business systems," said John Jenkins, Topro, Inc.,
CEO. "Our assignment is to determine which components of each system need to be
upgraded to smoothly accommodate compliance for the new millennium."
Topro, headquartered in Denver, CO, and its subsidiaries comprise one of
the nation's leading independent manufacturing automation and information
systems integrators. The Sun project is being performed by engineers from the
West Chester, PA, subsidiary, All-Control Systems, Inc.
Tim Murtha, Sun Lubricants' manager of Information Systems, said Sun will
also consider replacing rather than upgrading some existing systems. "If it
makes more sense to replace a system rather than upgrading it, we'll work with
All-Control Systems to develop a plan for that," he said.
"Sun's challenge is one faced by virtually every manufacturer," Jenkins
pointed out. "Systems that aren't upgraded to recognize dates after the year
2000 will either produce erroneous data ... or may crash without warning."
"Topro is especially well equipped to help manufacturers upgrade their
systems for the year 2000," said Jenkins. "We have developed a PLANTY2KONE-TM-
suite of resources that includes a comprehensive database of plant floor
hardware and software with known year 2000 compliance problems and associated
solutions. Plus, we have experience in virtually every programming language,
software and hardware, used in production facilities and a staff that has the
skills and experience to successfully perform such large and pressing tasks."
Topro and its subsidiaries have more than 350 systems technologists in 10
offices across the U.S. who have developed process control systems for companies
in aerospace, automobiles,
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consumer goods, food and beverage, mining and minerals,
petrochemical/chemical, pharmaceuticals, public utilities, water and waste
water treatment.
CONTACTS:
TOPRO, INC. ALL-CONTROL SYSTEMS, INC. SUN COMPANY, INC.
JOHN JENKINS (303)935-1221 LYNN LEDWITH (610)696-0244 BUD DAVIS (215)977-3485
PACIFIC CONSULTING GROUP, INC.
J. SCOTT LIOLIOS (714)574-3860
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