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) May 13, 1999
SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10428 77-014208
------------------ ------------ --------------
(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 5. OTHER EVENTS.
On May 13, 1999, the Board of Directors of Sunrise Technologies
International, Inc. (the "Company") amended the shareholder rights plan set
forth in the Rights Agreement (the "Rights Agreement") dated as of
October 24, 1997 between the Company and ChaseMellon Shareholder Services,
L.L.C. (the "Rights Agent"). The amendment to the Rights Agreement
increased the initial exercise price of the Rights from $20 to $70.
The Amendment to Rights Agreement amending the Rights Agreement is
attached hereto as an exhibit and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits.
4. Amendment to Rights Agreement dated as of May 13,
1999 between Sunrise Technologies International, Inc. and ChaseMellon
Shareholder Services, L.L.C.
<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)
/s/ C. Russell Trenary, III
-------------------------------------
Date: September 23, 1999 By: C. Russell Trenary, III
Name: C. Russell Trenary, III
Title: President and
Chief Executive Officer
EXHIBIT 4
- ---------
AMENDMENT TO RIGHTS AGREEMENT
-----------------------------
This Amendment to Rights Agreement (the "Amendment") is made as of
May 13, 1999, between Sunrise Technologies International, Inc., a Delaware
corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.,
a New Jersey limited liability company (the "Rights Agent").
WHEREAS, on October 24, 1997 (the "Rights Dividend Declaration
Date"), the Board of Directors of the Company authorized and declared a
dividend distribution of one Right for each share of common stock, $.001
per share, of the Company (the "Common Stock") outstanding at the close of
business on October 24, 1997 (the "Record Date"), and authorized the
issuance of one Right for each share of Common Stock of the Company issued
between the Record Date and the Distribution Date, upon the terms and
subject to the conditions set forth in the Rights Agreement, dated as of
October 24, 1997, between the Company and the Rights Agent (the "Original
Rights Agreement"); and
WHEREAS, the Company desires to amend the Original Rights Agreement
pursuant to Section 27 thereof.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. DEFINED TERMS. For purposes of this Amendment, capitalized
terms have the meaning specified in the Original Rights Agreement, except
as otherwise specified herein.
2. AMENDMENT. The Original Rights Agreement is hereby amended as
follows:
(a) Section 3(c) is hereby amended to insert the phrase ", as
amended as of May 13, 1999" after October 24, 1997 in the legend for
certificates of Common Stock.
(b) Section 7(b) is hereby amended to read in its entirety as
follows:
"(b) The Purchase Price for each share of Common Stock
pursuant to the exercise of a Right shall initially be $70.00 and shall be
subject to adjustment from time to time as provided in Sections 11 and
13(a) hereof and shall be payable in accordance with paragraph (c) below."
(c) Section 18(a) is hereby amended by inserting the
following sentence at the end of the paragraph: "Anything to the contrary
notwithstanding, in no event shall the Rights Agent be liable for special,
indirect, punitive, consequential or incidental loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage."
(d) Exhibit A to the Original Rights Agreement is hereby
amended to change the Purchase Price for Common Stock from $20 per share to
$70 per share.
<PAGE>
(e) Exhibit B to the Original Rights Agreement is hereby
amended to change the Purchase Price for Common Stock to $70 per share from
$20 per share.
(f) In the legend to appear on certificates for Common Shares
specified in the first paragraph of Exhibit A of the Original Rights
Agreement, the phrase ", as amended as of May 13, 1999" is added after
"October 24, 1997."
3. LEGEND FOR COMMON STOCK CERTIFICATES. Certificates for Common
Shares bearing the legend in the Original Rights Agreement may continue to
be issued until certificates containing the revised legend are available.
4. FULL FORCE AND EFFECT. Except as specifically amended by this
Amendment, the Original Rights Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first set forth above.
SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ C. Russell Trenary, III
------------------------------------
C. Russell Trenary, III, President
Attest:
By: /s/ Eric M. Fogel
------------------------------
Name: Eric M. Fogel
Title: Secretary
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By: /s/ Gloria Pouncil
------------------------------------
Attest:
By: /s/ Asa Drew
----------------------------
Name: Asa Drew
----------------------------
Title: Assistant Vice President
----------------------------
