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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
JANUARY 5, 1998
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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)
7887 E. BELLEVIEW AVENUE, SUITE 820
ENGLEWOOD, CO 80111
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(Address of principal executive offices) (zip code)
(303) 771-9794
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(Registrant's telephone number, including area code)
2525 WEST EVANS AVENUE, DENVER, CO 80219
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
A. On January 5, 1998, the holder of the Company's 133,334 outstanding shares
of Series A Convertible Preferred Stock converted those shares to 1,333,340
shares of the Company's Common Stock. The Series A Convertible Preferred
Stock had been entitled to receive a cumulative dividend of 6% per annum.
B. Topro, Inc. hereby supplements its Prospectus dated March 6, 1997, as
follows:
TOPRO, INC.
SUPPLEMENT DATED JANUARY 21, 1998 TO
THE PROSPECTUS DATED MARCH 6, 1997
The following information known to Topro, Inc. (the "Company") as of
January 20, 1998 updates and supplements the information set forth in the
"Selling Shareholders" section of the Company's March 6, 1997 Prospectus.
The Supplement reflects a decrease of 57,071 shares in the number of shares
offered by Mr. Jenkins and an increase of 57,071 in the number of shares
offered by Mr. Smith.
SELLING SHAREHOLDERS
This Supplement updates the information as of January 20, 1998 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>
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Shares Beneficially Shares Beneficially
Owned at 1/20/98(1) Number of Shares Currently Owned After Offering(1)
Offered Hereby
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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>
Marvin W. Smith 87,071 * -0- 57,071 30,000 *
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John P. Jenkins 798,160 4.4% -0- 55,071 743,089 4.0%
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</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.
(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.
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C. Topro, Inc. hereby supplements its Prospectus dated December 29, 1997, as
follows:
TOPRO, INC.
SUPPLEMENT DATED JANUARY 21, 1998 TO
THE PROSPECTUS DATED DECEMBER 29, 1997
The following information known to Topro, Inc. (the "Company") as of
January 20, 1998 updates and supplements the information set forth in the
"Selling Shareholders" section of the Company's December 29, 1997 Prospectus.
This supplement reflects a change in Selling Shareholders.
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>
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Shares Beneficially Shares Beneficially
Owned at 1/20/98(1) Number of Shares Currently Owned After Offering(1)
Offered Hereby
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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
Revocable Living Trust 502,000 2.77% 76,000 426,000 -0- *
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Marvin W. Smith 87,071 * 0 30,000 57,071 *
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</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.
(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.
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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: January 20, 1998 By: /s/John Jenkins
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John Jenkins, President and CEO
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