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) December 9, 1997
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Sunrise Technologies International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-17816 77-0148208
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(State of or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
47265 Fremont Boulevard, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 623-9001
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(Former name or former address, if changed since last report)
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Item 4. Change in Registrant's Certifying Accountant.
On December 9, 1997, Sunrise Technologies International, Inc. (the
"Company") dismissed Ernst & Young LLP ("E&Y") as its independent accounting
firm. E&Y's report on the financial statements for the past two years did not
contain an adverse opinion or a disclaimer of opinion, however, the report was
modified to include an explanatory paragraph with respect to the Company's
ability to continue as a going concern. During the Company's two most recent
fiscal years and the subsequent interim period preceding such dismissal, there
have not been any disagreements with E&Y on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
The decision to change accountants was recommended and approved by the Audit
Committee of the Board of Directors.
On December 10, 1997, the Company engaged Coopers & Lybrand L.L.P.
("C&L") as the new independent accountant to audit the Company's financial
statements. During the Company's two most recent fiscal years, and the
subsequent interim period prior to engaging C&L, the Company has not consulted
C&L regarding: (i) either: the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and no
written report was provided to the Company and no oral advice was provided that
C&L concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described
in paragraph 304(a)(1)(v) of Regulation S-K). C&L has reviewed the disclosure
contained herein and agrees with the same.
Item 7. Financial Statements and Exhibits.
Exhibits.
16.1 Letter dated December 12, 1997 from Ernst & Young LLP addressed to
the Securities and Exchange Commission regarding change in certifying
accountants.
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SIGNATURES
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, thereunto duly authorized.
SUNRISE TECHNOLOGIES INTERNATIONAL,
INC.
(Registrant)
DATE: December 18, 1997 By: /s/ Timothy A. Marcotte
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Name: Timothy A. Marcotte
Title: Vice President, Finance
and Chief Financial Officer
EXHIBIT 16.1
ERNST & YOUNG LLP o 1451 California Avenue o Phone: 650.496.1600
Palo Alto, California 94304 Fax: 650.496.4660
December 12, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Form 8-K dated December 9, 1997, of Sunrise
Technologies International, Inc. and are in agreement with the statements
contained in the first paragraph on page one therein. We have no basis to agree
or disagree with other statements of the registrant contained therein.
Yours truly,
/s/ Ernst & Young LLP
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Ernst & Young LLP is a member of Ernst & Young International, Ltd.
