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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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
(303) 721-1111
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 27, 1998
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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.
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*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 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ProFuture Bridge Capital Fund, L.P.
74-2786949
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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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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7 SOLE VOTING POWER
NUMBER OF
665,239
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
665,239
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
665,239
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.37%
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14 TYPE OF REPORTING PERSON
PN
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ProFutures Bridge Capital, L.P. ("PBCF) hereby submits the following Amendment
to Schedule 13D (the "Statement"):
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D amends previous Schedule 13D Statement and
Amendments, which relate 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 30, 1997, October 31, 1997 and November 30, 1997, respectively, the
Company issued Common Stock Purchase Warrants("Warrants") to purchase 33,333
shares of Common Stock at an exercise price of $1.50 per share to PBCF. Each
Warrant is exercisable into one share of Common stock of the Company at any time
during the twelve(12) months following the date of issuance. The Warrants are
beneficially owned by PBCF. No consideration was paid for the Warrants since
the Warrants were issued pursuant to a registration rights agreement which
provided for the Company to issue such Warrants. Under the terms of the
registration rights agreement, the Warrants were issued at the rate of 33,333
per month commencing September 30, 1997, due to the Company's failure to effect
registration by the end of each month.
ITEM 4. PURPOSE OF TRANSACTION
The Warrants were acquired for investment purpose 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 February 4, 1998, was 665,239, or
approximately 3.37% of the shares of Common Stock outstanding.
(b) By virtue of their positions as general partners of PBCF,Bridge Capital
Partners, Inc. and ProFutures Fund Management, Inc. may be deemed to
share the power to vote and dispose of the shares of Common Stock
owned by PBCF and and thus may, for some purposes, be deemed to own
beneficially such shares. Bridge Capital Partners, Inc. and ProFutures
Fund Management, Inc. each disclaims beneficial ownership of such
shares.
(c) During the past sixty (60) days ending February 4, 1998, PBCF sold the
following number of shares of Common Stock of the Company:
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Date of Transaction Shares of Common Stock Sold
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01/13/98 6,000
01/14/98 10,000
01/15/98 20,000
01/16/98 5,000
01/20/98 12,000
01/21/98 12,000
01/22/98 13,000
01/23/98 10,000
01/27/98 365,000
01/28/98 12,500
01/29/98 128,300
01/30/98 44,000
02/02/98 371,600
02/03/98 40,000
02/03/98 100,000
The sales of Common Stock described above were offered in ordinary
brokerage transactions at market prices prevailing at the time of the sale.
The sales of Common Stock were registered on a Form S-3 Registration
Statement which was declared effective on December 29, 1997.
Except as set forth above, the persons named in Paragraphs (a) and (b)
above made no other transactions in the Company's Common Stock 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 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.
(e) PBCF ceased to be the beneficial owner of more than five percent of the
shares of Common Stock on February 2, 1998.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief if the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
February 5, 1998
PROFUTURES BRIDGE CAPITAL FUND, L.P.
By: BRIDGE CAPITAL PARTNERS, INC.
A General Partner
/s/ JAMES H. PERRY
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By: James H. Perry
Title: President
