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
Date of Report (Date of earliest event reported): June 26, 1997
SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10428 77-0148208
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
47257 Fremont Boulevard, Fremont, California 94538
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 510-623-9001
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
At a Special Meeting of the stockholders of Sunrise
Technologies International, Inc., a Delaware corporation (the
"Registrant"), held on June 26, 1997, the stockholders approved
the sale of the Registrant's dental business and substantially
all of the assets used in the operation thereof (the "Dental
Sale") to Lares Research, a California corporation ("Lares").
The Dental Sale is more fully described in the Proxy Statement
dated May 29, 1997, relating to the Special Meeting (the "Proxy
Statement"). The assets sold to Lares did not include the
Registrant's cash or accounts receivable, and Lares assumed only
specified liabilities of the dental business.
The Dental Sale was effected pursuant to the Asset Purchase
Agreement dated as of March 26, 1997, by and between the
Registrant and Lares, under which Lares paid the Registrant
$4 million in cash and delivered a promissory note for $1.5
million (the "Note"). Under the Note, $1 million is payable in
June 2000, and $500,000 is payable in June 2001. Interest
accrues on the unpaid principal amount of the Note at the rate of
8% per annum. The consideration paid by Lares was determined by
negotiations between the Registrant and Lares. As described more
fully in the Proxy Statement, the board of directors of the
Registrant considered several factors in its decision to
recommend the Dental Sale to the stockholders, including the
Registrant's needs for cash and the historical and ongoing losses
incurred by the Registrant in the operation of the dental
business.
There are no material relationships between Lares and the
Registrant or any of its affiliates, any director or officer of
the registrant or any associate of any such director or officer.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
It is impracticable for the Registrant to provide the
required pro forma financial information in this Current Report
on Form 8-K. Such pro forma information will be filed as soon as
practicable, but not later than 60 days after the date this
Current Report on Form 8-K is required to be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as
of March 26, 1997, by and among the Registrant and
Lares (incorporated by reference from the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
Dated: July 10, 1997 By: /s/ Clara R. Munley
Clara R. Munley
Vice President, Finance and
Chief Financial Officer
