SUNRISE TECHNOLOGIES INTERNATIONAL INC
8-K, 1998-12-04
DENTAL EQUIPMENT & SUPPLIES
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                     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 4, 1998




                  SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)




  Delaware                      1-10428                  77-0148208
- ------------------            ------------             --------------
(State of or other            (Commission              (IRS Employer
jurisdiction of               File Number)             Identification
incorporation)                                         Number)




3400 West Warren Avenue, Fremont, California             94538
- --------------------------------------------           ---------
(Address of principal executive offices)               (Zip Code)




Registrant's telephone number, including area code     (510) 623-9001




- ------------------------------------------------------
(Former name or address, if changed since last report)


<PAGE>


ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
            AND EXHIBITS.


            EXHIBIT                        DESCRIPTION
            -------                        -----------

            99.1              Press Release of Registrant dated 
                              December 4, 1998.



<PAGE>


                                 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 4, 1998       By:      /s/ Timothy A. Marcotte
                                       ----------------------------
                              Name:    Timothy A. Marcotte
                              Title:   Vice President, 
                                       Finance and Chief Financial
                                       Officer



EXHIBIT 99.1
- ------------


SUNRISE
TECHNOLOGIES


                                                  FOR IMMEDIATE RELEASE     


CONTACT:  INVESTOR RELATIONS
Susan Lorigan -- (510) 623-9001
Ed Coghlan     -- (510) 771-2399

            SUNRISE TECHNOLOGIES INTERNATIONAL, INC. SUCCESSFULLY
                  COMPLETES $11.8 MILLION PRIVATE PLACEMENT


FREMONT, CALIFORNIA, DECEMBER 4, 1998 -- Sunrise Technologies
International, Inc. (NMS:SNRS) -- today announced it has successfully
completed a private placement of approximately $11.8 million in common
stock, priced at $3.50 per share; approximately $6.8 million of which was
paid in cash with the remainder paid in notes due on March 15, 1999.  The
Company raised this money exclusively through its own efforts and without a
placement agent.

The proceeds will be used in part to continue the Company's efforts to
secure pre-market approval (PMA) from the FDA for treatment of hyperopia
(.75 - 2.50 diopters), to plan the launch of the Sunrise
Hyperion[trademark] LTK System and to continue the Company's product
development expansion.  In addition, the Company plans to expand clinical
trials for higher levels of hyperopia, presbyopia, and treatment for
certain unsuccessful excimer laser procedures for myopia.

According to C. Russell Trenary III, President and CEO, "Nearly two-thirds
of the money raised came from ophthalmologists who have seen our clinical
results or who have used our system in clinical studies to treat hyperopia.

We are delighted to receive this continuing support from ophthalmic
surgeons."



<PAGE>


The Sunrise Hyperion[trademark]  LTK System differs from excimer laser
procedures (PRK & LASIK) and traditional incisional surgeries (RK) because
no corneal tissue is cut or removed.  It is an office based instrument that
applies two rings of laser energy, each application in 1.4 seconds to
gently heat collagen in the cornea inducing uniform and immediate
transition.

Founded in 1987, the Company produces and markets high technology products
revolutionizing treatment methods in eye care.  The Company develops
Holmium laser-based systems which utilize a patented process for shrinking
collagen developed by Dr. Bruce Sand (the "Sand Process") in correcting
ophthalmic conditions.  These Systems* incorporate a non-contact
simultaneous application for correction of hyperopia (farsightedness),
presbyopia (loss of focus due to natural aging), and overcorrection
resulting from PRK and LASIK treatments for myopia.  The system is
currently in use in Europe and the Americas, and is in clinical trails in
the United States.

Except for historical information, this news release contains certain
forward-looking statements that involve risk and uncertainties which may
cause actual results to differ materially from the statements made,
including market potential, regulatory clearances, business growth, and
other risks listed from time to time in the Company's Securities and
Exchange Commission (SEC) filings.  These forward-looking statements
represent the Company's judgment, as of the date of this release, and the
Company disclaims any intent or obligation to update these forward-looking
statements.

Internet users can access Sunrise's World Wide Web site at
http://www.sunrise-tech.com.

*Caution--Investigational Device:  Federal law restricts this device to
investigational use in the U.S.



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