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): March 9, 1998
Sunrise International Leasing Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-19516 41-1632858
(Commission File Number) (IRS Employer Identification Number)
5500 Wayzata Boulevard, Suite 725
Minneapolis, Minnesota 55416
(Address of Principal Executive Offices) (Zip Code)
612-593-1904
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
This Form 8-K is being filed to set forth a description of the
Company's securities subsequent to the reorganization of the Company in the form
of a merger in which the Company's state of incorporation was changed from
Minnesota to Delaware on October 18, 1997.
The Company's authorized capital stock consists of 20,000,000 shares,
$.01 par value, which consists of 17,500,000 shares of Common Stock ("Common
Stock") and 2,500,000 shares of Preferred Stock ("Preferred Stock").
Common Stock. Holders have no conversion rights and no preemptive or
other rights to subscribe for additional securities. The holders of Common Stock
are entitled to one vote for each share held, and they do not have cumulative
voting rights for the election of directors. Upon liquidation or dissolution,
the holders of Common Stock will be entitled to share ratably in all assets
available for distribution after the payment or provision for payment of all
debts and liabilities and subject to the rights of the holders of Preferred
Stock which may be outstanding. Each share of Common Stock is entitled to such
dividends as may from time to time be declared by the Board of Directors out of
funds legally available therefor.
Preferred Stock. The Board of Directors of the Company is authorized,
without further shareholder action, to issue Preferred Stock in one or more
classes or series and to fix the voting power, dividend, redemption rights or
privileges, rights on liquidation or dissolution, conversion rights and
privileges, sinking or purchase fund rights, and other preferences, privileges
and restrictions, of such class or series. The voting and other rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the right of holders of any Preferred Stock that may be issued in the future.
The Company has no current plans to issue any shares of Preferred Stock. Any
issuance of Preferred Stock could be used to dilute the stock ownership of
persons seeking to gain control of the Company and could otherwise have the
effect of delaying, deferring or preventing a change in control of the Company.
Item 7. Financial Statements and Exhibits.
(a) Financial statements: None.
(b) Pro forma financial information: None.
(c) Exhibits: None.
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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 hereunto duly authorized.
Dated: March 18, 1998
SUNRISE INTERNATIONAL LEASING CORPORATION
By /s/ Errol F. Carlstrom
Errol F. Carlstrom, President,
Chief Executive Officer and Chief Financial Officer
