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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SUNRISE MEDICAL INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
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14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
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To the stockholders of Sunrise Medical:
This letter is to notify you that we have postponed our annual shareholder
meeting, originally scheduled for November 7, to a yet undetermined date. We
apologize for any inconvenience that this may cause you.
On October 26, we issued the attached press release to the public. It
announced that we have commenced an internal investigation of our financial
controls and financial statements for previously reported periods to determine
the nature and extent of accounting practices at a company subsidiary that may
have been inconsistent with generally accepted accounting principles. The
outside members of the company's Board of Directors are overseeing the
independent investigation.
At the appropriate time, the Board of Directors will establish a new record
date. Stockholders will then receive a new proxy statement, ballot and
announcement of our annual meeting date. All proxy ballots previously
submitted are now invalid.
Obviously, we are very disappointed that this problem has arisen. As a result
of this development, I have re-assumed full responsibility for the day-to-day
operations of the company. Our highest corporate priority right now is to
complete this investigation, communicate to the financial community and
general public any financial adjustments that may be appropriate, and take any
necessary corrective action.
All of us at Sunrise Medical remain dedicated to our mission of creating
products that improve people's lives. You can be sure that we will work hard
to protect and enhance your investment.
Thank you for your ongoing support.
Sincerely yours,
Richard H. Chandler
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[LETTERHEAD OF SUNRISE MEDICAL]
FOR IMMEDIATE RELEASE
October 26, 1995
CONTACTS: Richard H. Chandler, chairman and chief executive officer
Ted N. Tarbet, senior vice president and chief financial officer
Sunrise Medical Inc.
(619) 930-1500
SUNRISE MEDICAL ANNOUNCES SPECIAL COMMITTEE FORMATION
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CARLSBAD, Calif.--Sunrise Medical Inc. (NYSE:SMD) announced today that it
has commenced an internal investigation of its financial controls and financial
statements for previously reported periods to determine the nature and extent of
accounting practices at a Company subsidiary that may have been inconsistent
with generally accepted accounting principles. The Company's Board of Directors
has formed a Special Committee, consisting of outside members of the Board, to
oversee the internal investigation. Based on currently available information,
the net income and assets of the Company may have been overstated for previously
reported periods. These overstatements may be material and may require
restatements of the Company's financial statements for those fiscal years and
fiscal quarters.
Since the internal investigation is in its preliminary stage, the Company
does not have an estimate of the amounts of adjustments or changes, including
earnings per share, that may be required. The internal investigation is focused
on the Bio Clinic and Comfort Clinic divisions of its subsidiary, Bio Clinic
Corporation, although the Special Committee will vigorously pursue any other
indications of financial irregularity that arise as part of its investigation.
During the investigation, the president and chief operating officer of
Sunrise Medical and two other executives, currently or previously associated
with Bio Clinic, have been placed on a paid leave of absence.
The Company expects to delay the announcement of results of operations for
the three month period ended September 29, 1995 and its annual meeting of
shareholders currently scheduled for November 7, 1995, pending further
developments.
Sunrise Medical designs, manufactures and markets medical products used in
institutional and home care settings that address the recovery, rehabilitation
and respiratory needs of the patient.
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