MENDELL DENVER CORP
10-C, 1996-08-22
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-C
                 Report by Issuer of Securities Quoted on NASDAQ
                          Interdealer Quotation System


                  Filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder



              SUNLIGHT SYSTEMS, LTD. Commission File No. 33-19598-D
                 (Formerly known as Mendell-Denver Corporation)

                              820 S. Colorado Blvd.
                                Denver, CO 80222

                                 (303)-691-1900



                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1.  Title of security:  Common $0.001 (Mendell-Denver Corporation)

2.  Number of shares outstanding before the change: 10,491,558 (Mendell-Denver
    Corporation)

3.  Number of shares outstanding after the change: 2,098,312 (Mendell-Denver
    Corporation)

4.  Effective date of change:  July 22, 1996

5.  Method of change:

    Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.)

    Merger of  Mendell-Denver  Corporation  into its  wholly  owned  subsidiary,
    Sunlight Systems, Ltd., a Nevada corporation.


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<PAGE>

    Give brief description of transaction:

        Mendell-Denver Corporation on July 22, 1996 merged into its wholly owned
        subsidiary  Sunlight-Systems,  Ltd., a Nevada corporation.  Ten Million,
        Four  Hundred and  Ninety-One  Thousand,  Five  Hundred and  Fifty-Eight
        (10,491,558) shares, then outstanding of Mendell-Denver Corporation were
        exchanged  into  and  are  exchangeable  for Two  Million,  Ninety-Eight
        Thousand,  Three  Hundred  and  Twelve  (2,098,312)  shares of  Sunlight
        Systems,  Ltd. Subsequent to the effective date of the Merger,  Sunlight
        Systems,  Ltd. as the successor to Mendell-Denver  Corporation issued an
        additional Six Million, Nine Hundred and One Thousand, Seven Hundred and
        Fifty-Two shares of its restricted  common $0.001 par value shares. As a
        result of such  transactions  as of the date hereof,  Sunlight  Systems,
        Ltd., a Nevada corporation,  the successor to Mendell-Denver Corporation
        has  issued  and  outstanding  approximately  Nine  Million,  Sixty-Four
        (9,000,064) shares.



                          II. CHANGE IN NAME OF ISSUER

1.  Name prior to change:  Mendell-Denver Corporation

2.  Name after change:     Sunlight Systems, Ltd.

3.  Effective date of charter amendment changing name:    July 22, 1996

4.  Date of shareholder approval of change, if required:  July 18, 1996




Date:  August 20, 1996                    SUNLIGHT SYSTEMS, LTD.


                                              /s/ Patricia E. Johnston
                                          By: ________________________________
                                              Patricia E. Johnston, President


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