I decided to give up trying to find a universal solution for the activation problem on a popup form (floating toolbar etc). I have coded 3 or 4 different solution in windows I'm attaching the simplest one. This solution can be used for everything you might think of, it supports all kind of controls in the popup form with out problems. The existing controls that already take the activation from the form will still do so (eg datetitmepicker) but controls like comboboxies, editors, memos, grids etc are supported perfectly. This demo has no usability logic other that the popup form stay always on top of the popupparent and the popup parent does not looses activation when the popup form is focused/activated. See the attache screen shot. Hope it will save some one some time.