-----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, AVqqqZlykEiqrO1VRkrYLOBIjVKIdCtaW66pFWcjTthN0rWgcVKTvdjW728WtD3n EsoW5CjNelHyLAG31AkknQ== 0000950129-96-003350.txt : 19961217 0000950129-96-003350.hdr.sgml : 19961217 ACCESSION NUMBER: 0000950129-96-003350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961213 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961216 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: 96680746 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 DATED 11-27-96 1 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 November 27, 1996 ------------------------------------ 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) 2 ITEM 5. OTHER EVENTS. Information concerning the Company's royalty interest in Direct Measurement Corporation products and other events is incorporated by reference from the Company's Press Release dated December 13, 1996, which is filed as Exhibit 20.1 hereto. On November 27, 1996, the company closed a private offering of 692,500 shares of its Common Stock to institutional and accredited investors. Net proceeds to the company after legal, broker fees netted the Company approximately $970,000. Proceeds will be used for working capital and repayment of short term debt. The purchasers of the Shares were granted certain registration rights with respect to the Shares. If the Company fails to have a registration statement registering the Shares effective by February 1, 1997 the holders of the shares will be issued warrants to purchase one share of common stock for every ten shares purchased in this offering. The penalty warrants will be exercisable for two years from the date of issuance at a price equal to the average closing bid price of the common stock for the five business days prior to the issuance dates. The Company plans to use the net proceeds of the offering for working capital and reduction of short-term debt. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable (b) Not applicable (c) Exhibits. The following exhibits are filed with this Report: 20.1 Press Release dated December 13, 1996 3 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: December 13, 1996 By: /s/ John Jenkins ------------------ ------------------------------------- John Jenkins President and CEO 3 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 20.1 Press Release dated December 13, 1996
EX-20.1 2 PRESS RELEASE DATED 12-13-96 1 FOR IMMEDIATE RELEASE: NEWS - ---------------------- Nasdaq Small Cap - TPRO December 13, 1996 TOPRO ANNOUNCES DEVELOPMENTS AFFECTING ROYALTY INTEREST; COMPLETES PRIVATE PLACEMENT; FILES REGISTRATION STATEMENT DENVER, Colorado -- Topro, Inc. (Nasdaq-TPRO), a leading provider of automation and information technology solutions to industry, today said that the recent acquisition of Direct Measurement Corporation (DMC) by FMC Corporation(NYSE- FMC) may result in a sooner-than-expected royalty stream to Topro from sales of the DMC Flowmeter. FMC Corporation, a leading worldwide producer of industrial machinery and chemical products with annual sales in excess of $4.5 billion, acquired DMC in November. Topro has been associated with DMC since 1994 when Topro made an equity investment in DMC to fund final development of the Flowmeter - the first-ever radial mode Coriolis flowmeter. Topro later sold its interest to focus on expanding its core systems integration business, but retained a .7% carried interest in Flowmeter sales, following the first $50 million in sales, through the year 2008. "FMC Corporation, through its ownership of Smith Meter, is a leading player in the oil and gas flowmeter industry," said John Jenkins, CEO of Topro. " We believe FMC's acquisition of the DMC Flowmeter will considerably accelerate the Flowmeter's time to market." Topro also announced that on November 27, 1996 it had completed a private placement of 692,500 shares of Common Stock to institutional and accredited investors. Proceeds will be used for working capital and repayment of short term debt. The shares were issued pursuant to exemptions from registration under the Securities Act of 1933 and may not be offered or sold by the purchasers absent registration or an exemption from the registration requirements of that Act. In addition, Topro announced that on November 29, 1996 it filed a Registration Statement to fulfil its obligation to seek registration for shares of Common Stock to be offered by selling shareholders. The shares included in the Registration Statement may be offered or sold only after the Registration Statement is declared effective and only by means of the Prospectus. Statements made in this news release that are not historical facts may be forward looking statements. Actual events may differ materially from those projected in any forward looking statement. There are a number of important factors beyond the control of the Company that could cause actual events to differ materially from those anticipated by any forward looking information. A description of risks and uncertainties attendant to Topro and its industry and other factors which could affect the Company's financial results are included in the Company's Securities and Exchange Commission Filings. o o o CONTACTS: Topro, Inc. Pacific Consulting Group John Jenkins, CEO Scott Liolis 303/935-1221 714/574-3860 -----END PRIVACY-ENHANCED MESSAGE-----