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) ~~October 19~~December 21, 2001

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

(Exact name of registrant as specified in its charter)


Delaware	1-10428	77-0148208

(State of or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification 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)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Exhibit Index
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5

Item 5. Other Events.

~~Sunrise~~On ~~Technologies International, Inc. announced on October~~December 2521, 2001, the ~~following:~~ ~~(1) that the~~ Company ~~signed~~entered aninto another Extension Agreement with ~~Silicon~~ Silicon Valley Bank ~~and the David A. Brewer Trust, as Guarantor~~ extending the maturity date of the approximately $3~~.5 million~~,500,000 it ~~remaining~~owes ~~amount~~to ofthe bank under its ~~revolving~~ line-of-credit to March 31, 2002. The bank had previously extended the maturity date of the loan to November 30, 2001,. ~~and~~In exchange ~~(2) that~~for the extension the Company ~~had~~signed ~~furloughed~~an Intellectual Property Security ~~approximately~~Agreement ~~20%~~in ofwhich ~~its~~the ~~work~~Company ~~force~~granted ~~and~~to ~~had~~the ~~implemented~~bank a ~~salary~~first ~~reduction~~priority ~~for~~security interest in its intellectual property up to $1,500,000. The Company also agreed to make an extension payment to the ~~remaining~~bank ~~management~~of ~~and~~$35,000 ~~employees~~on the extension maturity date. The bank also released its rights to 2,000,000 shares of the Company’s common stock that the Company had pledged to the bank.

~~Under~~In ~~the~~addition, ~~terms~~on ofDecember 24, ~~the Extension Agreement~~2001, the Company ~~agreed~~entered tointo ~~make~~an aagreement with ~~payment~~RJW toAcquisitions, ~~the~~L.C., ~~bank~~a ofTexas ~~$500,000~~limited onliability orcompany ~~before~~in ~~October 22,~~which ~~2001,~~RJW Acquisitions ~~(already~~purchased ~~paid~~a Convertible Secured Bridge Promissory Note (“Note”). ~~Upon~~from ~~receipt~~the ofCompany ~~the~~for ~~extension~~$1,000,000. ~~payment~~The ~~the~~Note ~~bank~~is ~~agreed~~also tosecured ~~release~~by ~~its~~a ~~security~~lien of equal ~~interest~~priority into the ~~receivable~~bank ~~due~~on ~~and~~the ~~owing~~intellectual ~~from~~property ~~C-MAC~~of ~~West~~the ~~Coast~~Company ~~Operations~~up ~~Inc.~~to ~~under~~$1,000,000. ~~the~~The ~~Manufacturing~~maturity ~~Agreement~~date ~~dated~~of ~~August~~the Note is March 231, ~~2001~~2002, asif ~~amended~~not ~~from~~converted earlier ~~time~~and ~~to time.~~has ~~The~~an ~~Company~~interest ~~did~~rate ~~not~~of ~~make~~10% aper ~~$1 million~~annum. ~~payment~~The onNote ~~the~~is ~~previously~~convertible ~~announced~~at ~~deadline~~the option of ~~September 28,~~the ~~2001~~holder ~~and~~into ~~did~~6.25% ~~not~~of ~~pay off~~ the ~~remaining~~Company’s ~~balance~~equity on a fully diluted ~~October 6,~~basis ~~2001.~~or ~~The~~approximately ~~Company~~5,121,000 ~~did~~shares ~~not~~of ~~receive~~common astock ~~notice~~subject ofto ~~default~~shareholder approval ~~from~~to increase the ~~bank~~ number of authorized shares.

The payment was funded from the $1,500,000 payment received by the Company from C-MAC West Coast Operations, Inc. pursuant to the recently signed Amendment Number 1 to the Manufacturing Agreement between the two companies. Under the terms of the Amendment, the Company received a $1,500,000 prepayment against the approximate $3,950,000 open receivable for the inventory transfer that took place in August and September. The Company had received approximately $200,000 by the end of September. In return the Company gave a one-time discount of $950,000 and will allow C-MAC the right to offset the next $1,500,000 against future deliveries of inventory (approximately 18 units). In addition, any amount of inventory shipped to C-MAC over and above the $5,950,000 will be paid by February 15, 2002.

The Company continues in discussions with alternative sources of capital to raise the funds necessary to pay the remaining balance owed to the bank but the Company can give no assurances that it will be successful in raising the necessary funds.

Item 7. Financial Statements and Exhibits.

99.1	~~99.1~~	Extension Agreement dated November 30, 2001 and signed December 21, 2001 with Silicon Valley Bank.	~~Extension Agreement dated October 22, 2001 and signed on October 23, 2001 with Silicon Valley Bank and the David A. Brewer Trust, as Guarantor.~~
99.2	~~99.2~~	Intellectual Property Security Agreement dated and signed December 21, 2001 with Silicon Valley Bank.	~~Amendment Number 1 dated October 19, 2001 to the Manufacturing Agreement between Sunrise Technologies International, Inc. and C-MAC West Coast Operations, Inc.~~
99.3		Collateral Substitution Agreement dated and signed December 21, 2001 with Silicon Valley Bank.
99.4		Convertible Secured Promissory Note dated and signed December 24, 2001 with RJW Acquisitions, L.C.
99.5		Intellectual Property Security Agreement dated and signed December 24, 2001 with RJW Acquisitions, L.C.

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: October 31, 2001 By: /s/ C. Russell Trenary, III Name: C. Russell Trenary, III Title: President and Chief Executive Officer



	SUNRISE TECHNOLOGIES INTERNATIONAL, INC. (Registrant)


DATE: December 28, 2001	By:	/s/ John Hendrick

		Name: John Hendrick Title: President and Chief Executive Officer

~~EXHIBIT INDEX~~Exhibit Index

99.1		Extension Agreement dated October 22, 2001 and signed on October 23, 2001 with Silicon Valley Bank and the David A. Brewer Trust, as Guarantor.
Exhibit		Description
99.2		Amendment Number 1 dated October 19, 2001 to the Manufacturing Agreement between Sunrise Technologies International, Inc. and C-MAC West Coast Operations, Inc.
99.1		Extension Agreement dated November 30, 2001 and signed December 21, 2001 with Silicon Valley Bank.
99.2		Intellectual Property Security Agreement dated and signed December 21, 2001 with Silicon Valley Bank.
99.3		Collateral Substitution Agreement dated and signed December 21, 2001 with Silicon Valley Bank.
99.4		Convertible Secured Promissory Note dated and signed December 24, 2001 with RJW Acquisitions, L.C.
99.5		Intellectual Property Security Agreement dated and signed December 24, 2001 with RJW Acquisitions, L.C.

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