-----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, SsVxXykvEYCQ5AU7X94EF1gifSXgaIe+VXNlNVW9+UtCpSOqu+yYX83A1xtYWCP8 2KPc31EiAaLVDgN+jH/Yeg== 0001011034-97-000107.txt : 19970717 0001011034-97-000107.hdr.sgml : 19970717 ACCESSION NUMBER: 0001011034-97-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970716 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46345 FILM NUMBER: 97641551 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: PROFUTURES BRIDGE CAPITAL FUND LP CENTRAL INDEX KEY: 0001014709 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742786949 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5350 SOUTH ROSLYN ST STREET 2: STE 350 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 5122633800 MAIL ADDRESS: STREET 1: 5350 SOUTH ROSLYN ST STREET 2: STE 350 CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Corrected) TOPRO INC. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.0001 Per Share - --------------------------------------------------------------------------- (Title of Class of Securities) - --------------------------------------------------------------------------- (CUSIP Number) James H. Perry, President Bridge Capital Partners, Inc. 5350 South Roslyn Street, Suite 350 Englewood, Colorado 80111 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1997 - --------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 6 Pages ----- SCHEDULE 13D CUSIP No. Page 2 of 6 Pages ------- ----- ----- - --------------------------------------------------------------------------- (1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above Persons ProFutures Bridge Capital Fund, L.P. 74-2786949 - --------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) / / - --------------------------------------------------------------------------- (3) SEC Use Only - --------------------------------------------------------------------------- (4) Source of Funds* WC - --------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - --------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware Number of Shares (7) Sole Voting 1,733,340 Beneficially Owned Power by Each Reporting --------------------------------------------- Person With (8) Shared Voting 0 Power --------------------------------------------- (9) Sole Dispositive 1,733,340 Power --------------------------------------------- (10) Shared Dispositive 0 Power - --------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,733,340 - --------------------------------------------------------------------------- (12) Check if the Aggregate Amount in the Row (11) Excludes Certain Shares*/ / - --------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 12.9% - --------------------------------------------------------------------------- (14) Type of Reporting Person* PN - --------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 6 Pages ----- ----- TOPRO INC. ---------- ProFutures Bridge Capital, L.P. ("PBCF") hereby submits the following Statement on Schedule 13D (the "Statement"): ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, par value $.0001 per share (the "Common Stock"), of Topro Inc., a Colorado corporation (the "Company"), whose principal executive offices are located at 2525 West Evans Avenue, Denver, Colorado 80219. ITEM 2. IDENTITY AND BACKGROUND A. PERSONS FILING THIS STATEMENT. Name: ProFutures Bridge Capital Fund, L.P. State of Organization: Delaware Principal Business: Investments in securities Address of Principal Business and Office: 5350 South Roslyn Street, Suite 350 Englewood, Colorado 80111 Criminal and Civil Proceedings: None B. GENERAL PARTNERS OF PBCF. (1) Name: Bridge Capital Partners, Inc. State of Organization: Colorado Principal Business: A General Partner of PBCF Address of Principal Business and Office 5350 South Roslyn Street, Suite 350 Englewood, Colorado 80111 Criminal and Civil Proceedings: None (2) Name: ProFutures Fund Management, Inc. State of Organization: Texas Principal Business: A General Partner of PBCF and ProFutures Special Equities Fund, L.P. Address of Principal Business and Office 1310 Highway 620 South, Suite 200 Austin, Texas 78734 Criminal and Civil Proceedings: None C. OFFICERS, DIRECTORS AND CONTROL PERSONS OF BRIDGE CAPITAL PARTNERS, INC. (1) (a) Name: James H. Perry President, Director and Sole shareholder Page 4 of 6 Pages ----- ----- (b) Business Address: 5350 South Roslyn Street, Suite 350 Englewood, Colorado 80111 (c) Present Principal Occupation: President, Director and sole shareholder of Bridge Capital Partners, Inc. and a principal of Perry, Nestman & Doshier, L.L.C. (d)& (e) Criminal and Civil Proceedings: None (f) Citizenship: USA D. OFFICERS, DIRECTORS AND CONTROL PERSONS OF PROFUTURES FUND MANAGEMENT, INC. (1) (a) Name: Gary D. Halbert President, Director and controlling shareholder (b) Business Address: 1310 Highway 620 South -- Suite 200 Austin, Texas 78734 (c) Present Principal Occupation: President, Director and shareholder of ProFutures Fund Management, Inc. and affiliates (d)& (e) Criminal and Civil Proceedings: None (f) Citizenship: USA (2) (a) Name: Debi B. Halbert Chief Financial Officer and Treasurer (b) Business Address: 1310 Highway 620 South -- Suite 200 Austin, Texas 78734 (c) Present Principal Occupation: Chief Financial Officer and Treasurer, Director and shareholder of ProFutures Fund Management, Inc. and affiliates (d)& (e) Criminal and Civil Proceedings: None (f) Citizenship: USA (3) (a) Name: John F. Mauldin Vice President (b) Business Address: The Ballpark in Arlington--Suite 216 Arlington, Texas 76011 (c) Present Principal Occupation: President, Director and shareholder of Communications Management, Inc. and affiliates (d)& (e) Criminal and Civil Proceedings: None (f) Citizenship: USA Page 5 of 6 Pages ----- ----- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On April 29, 1997, PBCF purchased directly from the Company in a private transaction 100,000 shares of Series A Convertible Preferred Stock ("Preferred Stock") and 300,000 Common Stock Purchase Warrants ("Warrants") of the Company for an aggregate purchase price of $1,500,000 (including brokerage commissions). Each share of Preferred Stock is immediately convertible into 10 shares of Common Stock; and each Warrant is immediately exercisable into one share of Common Stock. The shares of Preferred Stock and the Warrants beneficially owned by PBCF were purchased with the working capital of such entity. On June 30, 1997, PBCF purchased directly from the Company in a private transaction 33,334 shares of Series A Convertible Preferred Stock ("Preferred Stock") and 100,000 Common Stock Purchase Warrants ("Warrants") of the Company for an aggregate purchase price of $500,010 (including brokerage commissions). Each share of Preferred Stock is immediately convertible into 10 shares of Common Stock; and each Warrant is immediately exercisable into one share of Common Stock. The shares of Preferred Stock and the Warrants beneficially owned by PBCF were purchased with the working capital of such entity. ITEM 4. PURPOSE OF TRANSACTION The securities of the Company were acquired for investment purposes only. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The aggregate number of shares of Common Stock owned beneficially by PBCF as of the close of business on June 30, 1997, was 1,733,340, or approximately 12.9% of the shares of Common Stock outstanding.* (b) By virtue of their positions as general partners of PBCF, Bridge Capital Partners, Inc. and ProFutures Fund Management, Inc. may be deemed to share the power to vote and dispose of the shares of Common Stock owned by PBCF and thus may, for some purposes, be deemed to own beneficially such shares. Bridge Capital Partners, Inc. and ProFutures Fund Management, Inc. each disclaim beneficial ownership of such shares. (c) Other than the transactions described above, no transactions in the Common Stock of the Company were effected by the persons named in response to paragraphs(a) and (b) above during the past sixty (60) days. (d) Except as indicated in this Item 5, neither PBCF, nor, to the best knowledge of the general partners, and the executive officers, directors and controlling persons of - ------------------ *Based upon 11,708,473 shares of Common Stock reported to be outstanding as of March 31, 1997, in the Company's Form 10-Q for the period ended March 31, 1997. Page 6 of 6 Pages ----- ----- such general partners, any of the persons referred to in Item 2 hereof, owns beneficially or has a right to acquire beneficial ownership of any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships with respect to the securities of the issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. SIGNATURE --------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 15, 1997 ----------------------------------- (Date) PROFUTURES BRIDGE CAPITAL FUND, L.P. By: BRIDGE CAPITAL PARTNERS, INC. A General Partner By: /s/ James H. Perry ----------------------------------- (Signature) James H. Perry, President ----------------------------------- (Name/Title) -----END PRIVACY-ENHANCED MESSAGE-----