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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
TOPRO INC.
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(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
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(Title of Class of Securities)
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(CUSIP Number)
James H. Perry, President
Bridge Capital Partners, Inc.
5350 South Roslyn Street, Suite 350
Englewood, Colorado 80111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with this statement
/ /. (A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class. (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No. Page 2 of 6 Pages
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
ProFutures Bridge Capital Fund, L.P.
74-2786949
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting 2,033,340
Beneficially Owned Power
by Each Reporting ---------------------------------------------
Person With (8) Shared Voting 0
Power
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(9) Sole Dispositive 2,033,340
Power
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(10) Shared Dispositive 0
Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,033,340
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(12) Check if the Aggregate Amount in the Row (11) Excludes Certain
Shares*/ /
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(13) Percent of Class Represented by Amount in Row (11)
14.8%
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(14) Type of Reporting Person*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 Pages
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TOPRO INC.
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ProFutures Bridge Capital, L.P. ("PBCF") hereby submits the following
Statement on Schedule 13D (the "Statement"):
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $.0001 per share (the
"Common Stock"), of Topro Inc., a Colorado corporation (the "Company"),
whose principal executive offices are located at 2525 West Evans Avenue,
Denver, Colorado 80219.
ITEM 2. IDENTITY AND BACKGROUND
A. PERSONS FILING THIS STATEMENT.
Name: ProFutures Bridge Capital Fund, L.P.
State of Organization: Delaware
Principal Business: Investments in securities
Address of Principal Business and Office:
5350 South Roslyn Street, Suite 350
Englewood, Colorado 80111
Criminal and Civil Proceedings: None
B. GENERAL PARTNERS OF PBCF.
(1) Name: Bridge Capital Partners, Inc.
State of Organization: Colorado
Principal Business: A General Partner of PBCF
Address of Principal Business and Office
5350 South Roslyn Street, Suite 350
Englewood, Colorado 80111
Criminal and Civil Proceedings: None
(2) Name: ProFutures Fund Management, Inc.
State of Organization: Texas
Principal Business: A General Partner of PBCF and
ProFutures Special Equities Fund,
L.P.
Address of Principal Business and Office
1310 Highway 620 South, Suite 200
Austin, Texas 78734
Criminal and Civil Proceedings: None
C. OFFICERS, DIRECTORS AND CONTROL PERSONS OF BRIDGE CAPITAL
PARTNERS, INC.
(1) (a) Name: James H. Perry
President, Director and Sole shareholder
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Page 4 of 6 Pages
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(b) Business Address:
5350 South Roslyn Street, Suite 350
Englewood, Colorado 80111
(c) Present Principal Occupation: President, Director
and sole shareholder of Bridge Capital Partners,
Inc. and a principal of Perry, Nestman & Doshier,
L.L.C.
(d)&
(e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
D. OFFICERS, DIRECTORS AND CONTROL PERSONS OF PROFUTURES FUND
MANAGEMENT, INC.
(1) (a) Name: Gary D. Halbert
President, Director and controlling
shareholder
(b) Business Address:
1310 Highway 620 South -- Suite 200
Austin, Texas 78734
(c) Present Principal Occupation: President, Director
and shareholder of ProFutures Fund Management,
Inc. and affiliates
(d)&
(e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(2) (a) Name: Debi B. Halbert
Chief Financial Officer and Treasurer
(b) Business Address:
1310 Highway 620 South -- Suite 200
Austin, Texas 78734
(c) Present Principal Occupation: Chief Financial
Officer and Treasurer, Director and shareholder of
ProFutures Fund Management, Inc. and affiliates
(d)&
(e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
(3) (a) Name: John F. Mauldin
Vice President
(b) Business Address:
The Ballpark in Arlington--Suite 216
Arlington, Texas 76011
(c) Present Principal Occupation: President, Director
and shareholder of Communications Management, Inc.
and affiliates
(d)&
(e) Criminal and Civil Proceedings: None
(f) Citizenship: USA
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Page 5 of 6 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 29, 1997, PBCF purchased directly from the Company in a private
transaction 100,000 shares of Series A Convertible Preferred Stock
("Preferred Stock") and 300,000 Common Stock Purchase Warrants ("Warrants")
of the Company for an aggregate purchase price of $1,500,000 (including
brokerage commissions). Each share of Preferred Stock is immediately
convertible into 10 shares of Common Stock; and each Warrant is immediately
exercisable into one share of Common Stock. The shares of Preferred Stock
and the Warrants beneficially owned by PBCF were purchased with the working
capital of such entity.
On June 30, 1997, PBCF purchased directly from the Company in a private
transaction 33,334 shares of Series A Convertible Preferred Stock
("Preferred Stock") and 100,000 Common Stock Purchase Warrants ("Warrants")
of the Company for an aggregate purchase price of $500,010 (including
brokerage commissions). Each share of Preferred Stock is immediately
convertible into 10 shares of Common Stock; and each Warrant is immediately
exercisable into one share of Common Stock. The shares of Preferred Stock
and the Warrants beneficially owned by PBCF were purchased with the working
capital of such entity.
ITEM 4. PURPOSE OF TRANSACTION
The securities of the Company were acquired for investment purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock owned beneficially
by PBCF as of the close of business on June 30, 1997, was
2,033,340, or approximately 14.8% of the shares of Common Stock
outstanding.*
(b) By virtue of their positions as general partners of PBCF,
ProFutures Fund Management, Inc. and Bridge Capital Partners,
Inc. May be deemed to share the power to vote and dispose of the
shares of Common Stock owned by PBCF and thus may, for some
purposes, be deemed to own beneficially such shares. ProFutures
Fund Management, Inc. and Bridge Capital Partners, Inc. each
disclaim beneficial ownership of such shares.
(c) Other than the transactions described above, no transactions in
the Common Stock of the Company were effected by the persons
named in response to paragraphs(a) and (b) above during the past
sixty (60) days.
(d) Except as indicated in this Item 5, neither PBCF, nor, to the
best knowledge of the general partners, and the executive
officers, directors and controlling persons of
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*Based upon 11,708,473 shares of Common Stock reported to be outstanding as
of March 31, 1997, in the Company's Form 10-Q for the period ended
March 31, 1997.
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Page 6 of 6 Pages
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such general partners, any of the persons referred to in Item 2
hereof, owns beneficially or has a right to acquire beneficial
ownership of any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships with
respect to the securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
June 7, 1997
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(Date)
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: BRIDGE CAPITAL PARTNERS, INC.
A General Partner
By: /s/ James H. Perry
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(Signature)
James H. Perry, President
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(Name/Title)
