UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number:3235-0058
WASHINGTON, D.C. 20549
Expires:May 31, 1997
FORM 12B-25
Estimated average
NOTIFICATION OF LATE FILING burden hours per
response: 2.50
SEC FILE NUMBER
0-17816
CUSIP NUMBER
00086769L1
(Check One): [X] Form 10-K [] Form 20-F [] Form 11-K
[] Form 10-Q [] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please
Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant
Sunrise Technologies International, Inc.
Former Name if Applicable
47257 Fremont Boulevard
Address of Principal Executive Office (Street and Number)
Fremont, California 94538
City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check Box
if Appropriate)
(a)The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
(b)The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form
N-SAR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date;
[X] or the subject quarterly report of transition report on
Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date;
and
(c)The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 22-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
The registrant's chief financial officer resigned in
June, 1996, and his replacement, Clara Munley, was not
hired until February 1997. In addition to needing time to
understand the business and financial operations of the
registrant, Ms. Munley previously has not worked for a
publicly held company and does not have experience in the
preparation of Securities and Exchange Commission
("Commission") reports. In addition, in December 1996 and
January 1997, the registrant was negotiating the
acquisition of a corneal topography company; in February
and March 1997, the registrant effected a private placement
of approximately $4.1 million of 5% convertible notes due
1999; and in March 1997, the registrant entered into an
Asset Purchase Agreement which provides for the sale of the
registrant's dental business, which constitutes
substantially all of the registrant's assets (the "Sale").
All of these transactions have required, and the Sale
continues to require, substantial management and other
resources of the registrant. The registrant's proxy
statement filed with the Commission in connection with the
Sale currently is under review by the Staff of the
Commission.
<PAGE>
PART IV - OTHER INFORMATION
(1)Name and telephone number of person to contact in regard to
this notification:
David W. Light 510 623-9001
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the
preceding 12 months or for such shorter period
that the registrant was required to file such
report(s) been filed? If answer is no, identify
report(s).
[X] Yes [] No
(3) Is it anticipated that any significant
change in results of operations from the
corresponding period for the last fiscal year
will be reflected by the earnings statements to
be included in the subject report or portion
thereof?
[X] Yes [] No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively,
and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be
made. (see attached)
Sunrise Technologies International, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date March 28, 1997 By /s/ David W. Light
David W. Light,
President & CEO
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in
accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the
form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on which
any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form
12b-25 but need not restate information that has been
correctly furnished. The form shall be clearly identified as
an amended notification.
5. Electronic Filers. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the
time period prescribed due to difficulties in electronic
filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (232.201 or 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T (232.13(b) of this chapter).
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
FORM 10K
Registrant: Sunrise Technologies International, Inc.
PART IV - OTHER INFORMATION
(3) There is no significant change in the structure of the
company as of December 31, 1996 as compared to the same period
for 1995. The Company anticipates selling its dental business
during the second quarter of 1997. Based on the status of our
current financial statements for the year ended December 31,
1996, net loss will be significantly higher than the
corresponding period for 1995.
