<PAGE>
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
February 17, 1998
-------------------------------------------
Date of Report
(Date of Earliest Event Reported)
TAVA Technologies, Inc.
---------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 0-19167 84-1042227
- ------------------------------- ----------- ----------------
(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
- --------------------------------------- ----------
(Address of principal executive offices) (zip code)
(303) 771-9794
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
A. On February 17, 1998 the Company announced results of operations for the
quarter and six month period ended December 31, 1997. The Company's Press
Release dated February 17, 1998, which is filed as Exhibit 20.1 hereto, is
incorporated herein by reference.
B. TAVA Technologies, Inc. hereby supplements its Prospectus dated March 6,
1997, as follows:
TAVA TECHNOLOGIES, INC. (F/K/A TOPRO, INC.)
SUPPLEMENT DATED FEBRUARY 17, 1998 TO
THE PROSPECTUS DATED MARCH 6, 1997
The following information known to TAVA Technologies, Inc. (the "Company")
as of February 16, 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 78,870 shares in the number of shares offered
by the Vision Engineering Corp. 401(k) Employee Retirement Plan and an increase
of 22,093 in the number of shares offered by Royce Investment Group, Inc.
SELLING SHAREHOLDERS
This Supplement updates the information as of February 16, 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>
<CAPTION>
Shares Beneficially Number of Shares Sold Number of Shares Shares Beneficially
Owned Prior to to Date Pursuant to Currently Offered Owned After
Name Offering (1) this Prospectus Hereby Offering (3)
- ---- ------------------- --------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Royce Investment Group, Inc. 142,240 (2) 120,147 22,093 (2) -0-
Vision Engineering Corp. 401(k) 180,000 101,130 -0- -0-
Employee Retirement Plan
</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) Includes 4,982 shares issuable due to anti-dilution provisions of securities
held by the Selling Shareholder.
(3) Assumes that all Shares registered hereby are sold by the Selling
Shareholders.
2
<PAGE>
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 February 17, 1998
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.
TAVA Technologies, Inc.
Date: February 16, 1998 By: /s/ John Jenkins
------------------------------------
John Jenkins, President and CEO
3
<PAGE>
EXHIBIT 20.1
TAVA TECHNOLOGIES, INC. ANNOUNCES RESULTS FOR THE QUARTER
ENDING DECEMBER 31, 1997
February 17, 1998, Englewood, CO -- TAVA Technologies, Inc., (NASDAQ: TPRO) a
leading provider of automation and information technology solutions to industry,
announced results for its second fiscal quarter ending December 31, 1997.
Revenues for the second quarter were $10,484,000 representing an increase of
$2,347,000 or 29% compared to $8,137,000 recorded in the quarter ending December
31, 1996. Gross profit was $3,677,000 (35.1% of revenue) an increase of 45%
compared to $2,539,000 (31.2% of revenue) recorded in the quarter ending
December 31, 1996. For the second quarter ending December 31, 1997 the Company
recorded earnings before taxes, interest, depreciation and amortization of
$20,000 and a net loss of $581,000 ($0.03 per share).
For the six months ending December 31, 1997, revenues were $21,803,000
representing an increase of 35% from the $16,104,000 recorded for the six months
ending December 31, 1996. The Company recorded earnings before taxes, interest,
depreciation, and amortization of $62,000 and a net loss of $1,156,000 for the
six months ending December 31, 1997 ($0.07 per share).
John Jenkins, TAVA Technologies CEO, stated, "Revenue for the quarter was
essentially flat with the quarter ending September 30, 1997 after allowing for
change in material resale content. Revenue and gross profit in the quarter were
effected by seasonal holiday schedules that reduced billable hours by more than
15%, and the continued dedication of significant resources to the Plant Y2K
One-TM- product extension and database development. Considering this impact, we
are pleased we were able to increase our gross profit margin to greater than
35%. During the quarter the database count increased by approximately 7,000
items since September 30, 1997 to a current level of over 10,500 items."
Jenkins added, "The quarter included $1,736,000 of year 2000 related revenue,
including $1,497,000 from services and $236,000 from product sales. All Y2K
engagements were pilot stage or extended inventory assessments. Gross margins
realized on Y2K activity in the quarter were reduced by significant training,
general resource mobilization expense and inefficiencies inherent in conducting
rapid deployment for single pilots across a large number of clients. The
Company fully expects to see margins improve as these costs are leveraged."
Doug Kelsall, CFO noted "Our revenue and gross profit margins fluctuate from
quarter to quarter, depending on the mix of services, product licenses and
material and subcontract resale. During the December quarter, material and
subcontract resale declined by $647,000 from the quarter ending
<PAGE>
September 30, 1997." Kelsall added, "Interest expense was down slightly from
the September quarter due to the full impact of the debt conversion of
$2,685,000 in the September quarter."
Kelsall also noted, "We are pleased with the significantly improved balance
sheet. Our working capital was $8,130,000 at December 31, 1997, with over
$3,000,000 in cash. Working capital has increased $7,963,000 since June 30,
1997." Kelsall added, "TAVA has recently been approved for a $4 million senior
debt facility and $600,000 in lease financing. Documentation is in the final
stage of completion. Proceeds will be used to refinance existing senior debt,
upgrade internal computer equipment and to support working capital requirements
associated with year 2000 business growth. Refinancing our senior debt will
also allow us to further consolidate our administrative functions. Our current
cash on hand and debt financing will provide the financing necessary to support
our Y2K growth."
Jenkins stated, "The Company's base business continues to be solid. Year 2000
activity continues to increase with new clients added, existing clients moving
from pilots to full inventory and assessment, and some now moving to remediation
programs. We have expanded our technical staff by 43 in the last 60 days, and
currently have 85 engineers engaged in Y2K activity."
Jenkins added, "Investor interest remains high with the Company planning
presentations at the Hanifen-Imhoff Investor Conference on February 18th and the
Cruttenden Roth Conference in early March."
Kelsall concluded, "Our shareholders approved the name change from Topro, Inc.
to TAVA Technologies, Inc. at the shareholders meeting on January 29, 1998. Our
common stock and common stock warrants currently trade on NASDAQ Small-Cap under
the trading symbols TPRO and TPROW respectively. On February 18, 1998 our
trading symbols will be changed to TAVA and TAVAW."
EARNINGS RECAP: (IN 000'S EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ending Ending Ending Ending
Dec. 31, 1997 Dec. 31, 1996 Dec. 31, 1997 Dec. 31, 1996
-------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Revenue 10,484 8,137 21,803 16,104
Cost of Sales 6,807 5,598 14,595 10,680
- -----------------------------------------------------------------------------------------------------------
3,677 2,539 7,208 5,424
Gross Margins 35.1% 31.2% 33.1% 33.7%
SG&A 3,923 2,346 7,609 4,892
Amort of Goodwill and Cap Sftwr 258 87 533 174
- -----------------------------------------------------------------------------------------------------------
4,181 2,433 8,142 5,066
Other Income (Expenses) (77) (190) (222) (362)
- -----------------------------------------------------------------------------------------------------------
Net Income (Loss) (581) (84) (1,156) (4)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Average shares outstanding 17,110,148 7,796,321 16,070,391 7,221,023
Net Income (Loss) per share (0.03) (0.01) (0.07) (0.00)
</TABLE>
<TABLE>
<S> <C>
BALANCE SHEET INFO:
Assets
------
Cash 3,057
Other Current Assets 16,494
Total Current Assets 19,551
Other Assets 14,314
-------------------------------------------
Total Assets 33,865
Liabilities and Equity
----------------------
Total Current Liabilities 11,421
Long Term Liabilities 2,531
Total Liabilities 13,952
Shareholder Equity 19,914
-------------------------------------------
Total Liabilities and
Shareholders Equity 33,865
</TABLE>
Statements made in this Press Release that are not historical or current facts
are "forward-looking statements" made pursuant to the safe harbor provisions of
federal securities laws. Forward-looking statements represent management's best
judgment as to what may occur in the future, but are subject to certain risks
and uncertainties that could cause actual results and events to differ
materially from those presently anticipated or projected. Such factors include
adverse economic conditions, entry of new and stronger competitors, inadequate
capital, unexpected costs, and failure capitalize upon access to new clientele.
Specific risks and uncertainties which may affect forward-looking statements
about the Company's Plant Y2K One-TM- business and prospects and projected
orders include the possibility that a competitor will develop a more
comprehensive or less expensive Y2K solution, and delays in market awareness of
TAVA and its product and service solutions. These factors and others are
discussed in the "Management's Discussion and Analysis" section of the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997, to which
reference should be made.
Contacts:
TAVA Technologies, Inc. Pacific Consulting Group, Inc.
John Jenkins Scott Liolios
(303) 771-9794 (714) 574-3860
