-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4oewCOObjyTn9B4EKcHXi2FtDdEIBPndP9ER30Yco9trx5/07O0IHyjr+ESDZSX 3J3fSUS9QSI44/Wf/2ayrA== 0000912057-97-029101.txt : 19970827 0000912057-97-029101.hdr.sgml : 19970827 ACCESSION NUMBER: 0000912057-97-029101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970822 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970826 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOPRO INC CENTRAL INDEX KEY: 0000874263 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 841042227 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19167 FILM NUMBER: 97669934 BUSINESS ADDRESS: STREET 1: 2525 W EVANS AVE CITY: DENVER STATE: CO ZIP: 80219 BUSINESS PHONE: 3039351221 MAIL ADDRESS: STREET 1: 2525 W EVANS AVE CITY: DENVER STATE: CO ZIP: 80219 FORMER COMPANY: FORMER CONFORMED NAME: ENTERINVESTMENT CORP DATE OF NAME CHANGE: 19600201 8-K 1 FORM 8-K 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 August 22, 1997 --------------------------------- Date of Report (Date of Earliest Event Reported) TOPRO, 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) 2525 West Evans Avenue, Denver, Colorado 80219 - ----------------------------------------- --------- (Address of principal executive offices) (zip code) (303) 935-1221 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. A. Topro, Inc. hereby supplements its Prospectus dated March 6, 1997, as follows: TOPRO, INC. SUPPLEMENT DATED AUGUST 22, 1997 TO THE PROSPECTUS DATED MARCH 6, 1997 The following information known to Topro, Inc. (the "Company") as of August 15, 1997 updates and supplements the information set forth in the "Selling Shareholders" section of the Company's March 6, 1997 Prospectus. 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.
Shares Beneficially Number of Shares Shares Beneficially Owned Prior to Offering(1) Offered Hereby Owned After Offering (1) - ------------------------------------------------------------------------------------------------------------------- Shares Underlying Notes, Warrants, Debentures Name Number Percent Shares(2) and Options(3) Number(4) Percent - ------------------------------------------------------------------------------------------------------------------- Michael C. Taylor Family Trust (5) 680,000 6.87% 152,000 528,000 -0- * - ------------------------------------------------------------------------------------------------------------------- John P. Jenkins 679,642 6.69% 178,571 101,071 400,000 * - -------------------------------------------------------------------------------------------------------------------
________________________ * 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. (5) Includes warrants to purchase 150,000 shares held of record by Michael C. Taylor and warrants to purchase 150,000 shares held of record by Mr. Taylor's wife, Kathleen Taylor. 2 B. On August 26, 1997 the Company issued a Press Release, which is filed as Exhibit 20.1 hereto and incorporated herein by reference. 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 August 26, 1997 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: August 26, 1997 By: /s/John Jenkins ------------------------------------- John Jenkins, President and CEO 3 EX-20.1 2 EXHIBIT 20.1 EXHIBIT 20.1 PRESS RELEASE - TOPRO, INC. Topro, Inc. 2525 W. Evans Ave. Denver, CO 80219 SUN COMPANY CONTRACTS WITH TOPRO, INC. TO SMOOTH COMPUTER TRANSITIONS TO YEAR 2000 August 27, 1997 - DENVER, CO - Topro, Inc. (Nasdaq - TPRO), a leading provider of automation and systems integration solutions to industry, today announces that Sun Company, Inc. Lubricants Division, headquartered in Philadelphia, PA, has contracted with Topro, Inc. for their PLANTY2KONE-TM- offering. "Sun's Lubricant blending and packaging facilities at their Marcus Hook, PA and Tulsa, OK, plants use multiple computer systems for batching and blending their products, tracking production and inventories, quality control and reporting to the company's business systems," said John Jenkins, Topro, Inc., CEO. "Our assignment is to determine which components of each system need to be upgraded to smoothly accommodate compliance for the new millennium." Topro, headquartered in Denver, CO, and its subsidiaries comprise one of the nation's leading independent manufacturing automation and information systems integrators. The Sun project is being performed by engineers from the West Chester, PA, subsidiary, All-Control Systems, Inc. Tim Murtha, Sun Lubricants' manager of Information Systems, said Sun will also consider replacing rather than upgrading some existing systems. "If it makes more sense to replace a system rather than upgrading it, we'll work with All-Control Systems to develop a plan for that," he said. "Sun's challenge is one faced by virtually every manufacturer," Jenkins pointed out. "Systems that aren't upgraded to recognize dates after the year 2000 will either produce erroneous data ... or may crash without warning." "Topro is especially well equipped to help manufacturers upgrade their systems for the year 2000," said Jenkins. "We have developed a PLANTY2KONE-TM- suite of resources that includes a comprehensive database of plant floor hardware and software with known year 2000 compliance problems and associated solutions. Plus, we have experience in virtually every programming language, software and hardware, used in production facilities and a staff that has the skills and experience to successfully perform such large and pressing tasks." Topro and its subsidiaries have more than 350 systems technologists in 10 offices across the U.S. who have developed process control systems for companies in aerospace, automobiles, 4 consumer goods, food and beverage, mining and minerals, petrochemical/chemical, pharmaceuticals, public utilities, water and waste water treatment. CONTACTS: TOPRO, INC. ALL-CONTROL SYSTEMS, INC. SUN COMPANY, INC. JOHN JENKINS (303)935-1221 LYNN LEDWITH (610)696-0244 BUD DAVIS (215)977-3485 PACIFIC CONSULTING GROUP, INC. J. SCOTT LIOLIOS (714)574-3860 5 -----END PRIVACY-ENHANCED MESSAGE-----