-----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, ESwb0GPOfZ3j4geOsmmZvQ7mBXTijqrqdtjIGMUnmXxV8IlVjCBbOLEp4CuP5A5t 1ZloxZEyfLr6lvKT2G7ECA== 0000919567-96-000031.txt : 19960710 0000919567-96-000031.hdr.sgml : 19960710 ACCESSION NUMBER: 0000919567-96-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960709 SROS: NASD SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46345 FILM NUMBER: 96592489 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC CENTRAL INDEX KEY: 0000919567 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752533518 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8080 N CENTRAL EXPRWY STREET 2: STE 210 LB59 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2148918294 MAIL ADDRESS: STREET 1: 8080 N CENTRAL EXPWY., SUITE 210 LB 59 CITY: DALLAS STATE: TX ZIP: 75206 SC 13D 1 1 SCHEDULE 13D Under the Securities Exchange Act of 1934 -------------------------------------------------------- Securities and Exchange Commission Washington, D.C. 20549 -------------------------------------------------------- TOPRO, INC. (Name of Issuer) Common 89078G10-4 (Title of Class of Securities) (CUSIP Number) Elroy G. Roelke 8080 N. Central Expressway, Suite 210 LB 59, Dallas, TX 75206 (214) 891-8294 Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 1996 (Date of Event which Requires Filing of this Statement) 1. Names of Reporting Person S.S. or I.R.S. Identification No.: Renaissance Capital Growth & Income Fund III, Inc. 75-2533518 ---------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) N/A ------------ (b) N/A ------------ 3. SEC Use Only: 4. Source of Funds: PF --------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): None ------ 6. Citizenship or Place of Organization: Texas ------- Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole voting Power: 2,111,111 (excluding warrants) ------------------------------- (8) Shared Voting Power: 0 ---- 2 (9) Sole Dispositive Power: 2,111,111 (excluding warrants) -------------------------------- (10) Shared Dispositive Power: 0 --- 11. Aggregate Amount Beneficially Owned be Each Reporting Person: 2,111,111 (exculding warrants) --------- -------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: None ---- 13. Percent of Class Represented by Amount in Row (11): 33.4% ----- 14. Type of Reporting Person: PN/IV ------- 3 AMENDED SCHEDULE 13D Filed Pursuant to Rule 13D-1 Item 1. SECURITY AND ISSUER $1,500,000 9% Convertible Debenture #1; $1,000,000 9% Convertible Debenture #2 and $1,000,000 9% Convertible Debenture #3 by and between Renaissance Capital Growth & Income Fund III, Inc. as Lender and Topro, Inc. and its subsidiaries as Borrower. Topro, Inc. Company 2525 West Evans Ave. Denver, CO 80219 Item 2. IDENTITY AND BACKGROUND a., b., c. Renaissance Capital Growth & Filer Income Fund III, Inc. 8080 N. Central Expressway, Suite 210 Dallas, Texas 75206 Renaissance Capital Group, Inc. Investment Advisor to 8080 N. Central Expressway, Suite 210 the Filer Dallas, Texas 75206 Renaissance Capital Growth & Income Fund III, Inc. is a Texas corporation, organized as a business development company under the Investment Company Act of 1940. The officers of Renaissance Capital Group, Inc. are: Russell Cleveland, President Elroy G. Roelke, Senior Vice President and General Counsel Barbe Butschek, Senior Vice President, Corporate Secretary and Treasurer Vance M. Arnold, Executive Vice President Mardon M. Navalta, Vice President Renaissance Capital Group, Inc. a Texas corporation, is the Investment Advisor and is responsible for the administration of the Filer's investment portfolio. d. None e. None f. Texas 4 Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Filer's source of funds for this transaction came exclusively from the Filer's investment capital. No borrowed funds were used in the transaction. The securities were acquired directly from the Company in a private placement. Item 4. PURPOSE OF TRANSACTION The sole purpose of the acquisition of these securities was as an investment in accordance with Filer's election as a Business Development Company under the Investment Act of 1940. The Filer, as part of its Loan Agreement with the Company, has the right to elect one member to the Board of Directors of the Company. The Filer has not yet made a decision whether it will elect such right. Item 5. INTEREST IN SECURITIES OF THE ISSUER On February 21, 1996, the Company and Filer entered into a Convertible Debenture Loan Agreement pursuant to which the Company issued to the Filer a $1,500,000 Convertible Debenture yielding a 9% interest rate and is convertible at $1.50 per share. Interest is payable monthly and if not sooner redeemed or converted, matures March 1, 2003. The Debenture also calls for mandatory principal installments commencing March 1, 1999 in the amount of $10 per $1,000 paid on a monthly basis with the final installment of all remaining unpaid principal due on March 1, 2003. The Debenture also calls for the Debenture to be redeemed if the Company's stock is not listed on a national exchange or there is a change in control of the voting stock. The Debenture is redeemable at 120% of par if after March 1, 1996 the closing bid price for the common stock of the Company averages at least $6.00 per share for twenty consecutive trading days and if the $6.00 bid price is supported by $.30 net earnings per share in the aggregate for the last four consecutive fiscal quarters proceeding the redemption notice. An additional $1,000,000 Convertible Debenture with identical terms was issued to the Company on March 5, 1996. On June 17, 1996, the Filer issued a $1,000,000 Convertible Debenture to the Company yielding a 9% interest rate, convertible at $2.25 per share which is subject to anti dilution prices found within the Debenture. Interest is payable monthly and if not sooner redeemed or converted, matures June 1, 2003. The Debenture also calls for mandatory principal installments commencing on June 1, 1999 in the amount of $10 per $1,000. The Debenture is redeemable at 123% of par if after June 1, 1998 the closing bid price for the common stock of the Company averages at least $7.00 per share for twenty consecutive trading days and if the $7.00 bid price is supported by $.35 net earnings per share in the aggregate for the last four consecutive fiscal quarters proceeding the redemption notice. 5 The Convertible Debenture Loan Agreement grants the Filer the right to elect one member to the board of directors of the Company and as yet the Filer has not made a decision whether it will elect such a right. The Filer does not have the right to vote the Common Stock underlying the Convertible Debenture until and unless it elects to convert said instrument. The Company has not effected any transactions in the securities of the Company prior to the purchase of the Convertible Debenture. Item 6. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER The Company and the Filer entered into Convertible Debenture Loan Agreements on February 21, 1996, March 5, 1996 and June 17, 1996. Said document contains default and other provisions contained in loan agreements more generally. As mentioned in the previous item, the Convertible Debenture Loan Agreements grant the Filer the option to name a board of director to the Company. The Investment Advisor of the Filer has a profit interest of up to 20% of the profits of the Filer. Item 7. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED Not Applicable Item 8. MATERIAL TO BE FILED AS EXHIBITS Not Applicable I certify to the best of my knowledge and belief the information set forth in this statement is true, complete and correct. Date: March 8, 1996 Renaissance Capital Growth & Income Fund III, Inc. By: Renaissance Capital Group, Inc. Investment Advisor /s/ Elroy G. Roelke -------------------------- Elroy G. Roelke Senior Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----