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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
November 21, 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.
PRIVATE PLACEMENT. On November 21, 1997, Topro, Inc. (the "Company") completed
a private sale pursuant to Section 4(2) of the Securities Act of 1933 (the
"Act") of 955,000 shares of Common Stock for gross proceeds of $5,252,000. The
securities were sold to four "Qualified Institutional Investors" as defined in
Rule 144A under the Act and two institutional "accredited investors" as defined
in Regulation D of the Act. The shares are "restricted securities" which may
not be offered or sold absent registration or an exemption from the registration
requirements of the Act. The purchasers were granted certain registration
rights with respect to the shares of Common Stock. To the extent the shares are
not timely registered as required, an aggregate of 95,500 Common Stock Purchase
Warrants, exercisable at a price of $5.50 per share, will be issued to the
purchasers. The Company's placement agent was paid a cash commission equal to
8% of the gross proceeds of the offering. The Company plans to apply the net
proceeds of the offering to working capital.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Topro, Inc.
Date: December 2, 1997 By: /s/ John Jenkins
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John Jenkins, President and CEO
