8-K 1 f78580e8-k.txt FORM 8-K 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) January 9, 2002 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) TABLE OF CONTENTS Item 5. Other Events. Item 7. Financial Statements and Exhibits. SIGNATURES Exhibit Index EXHIBIT 99.1 EXHIBIT 99.2 ITEM 5. OTHER EVENTS. ON JANUARY 9, 2002, THE COMPANY RECEIVED NOTIFICATION FROM NASDAQ THAT THE COMPANY DID NOT COMPLY WITH EITHER THE MINIMUM $4 MILLION NET TANGIBLE ASSETS OR THE MINIMUM $10 MILLION STOCKHOLDERS' EQUITY REQUIREMENT FOR CONTINUED LISTING SET FORTH IN MARKETPLACE RULE 4450(a)(3). IN ADDITION, NASDAQ INFORMED THE COMPANY THAT IT WAS NOT IN COMPLIANCE WITH MARKETPLACE RULE 4310(c)(13) BECAUSE $15,627.31 OF FEES FOR THE LISTING OF ADDITIONAL SHARES HAS NOT BEEN PAID, AND THE COMPANY DID NOT ISSUE A PROXY STATEMENT NOR HOLD AN ANNUAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000, AS REQUIRED BY THE MARKETPLACE RULES 4350(e) AND 4350(g). THE NOTIFICATION ALSO STATED THAT THE COMPANY WOULD BE DELISTED FROM THE NASDAQ AS OF JANUARY 17, 2002 UNLESS THE COMPANY REQUESTED A HEARING TO APPEAL THE DECISION. IN A PRESS RELEASE DATED JANUARY 16, 2002, THE COMPANY ANNOUNCED THE RECEIPT OF THE NASDAQ DELISTING LETTER AND THE COMPANY'S DECISION TO APPEAL THE DECISION BY NASDAQ. ON JANUARY 16, 2002, THE COMPANY FILED WITH NASDAQ A REQUEST FOR AN APPEAL HEARING AND THE DELISTING ACTION WAS SUSPENDED UNTIL THE FINAL DETERMINATION OF THE APPEAL HEARING. ON JANUARY 17, 2002, THE COMPANY RECEIVED NOTIFICATION FROM NASDAQ THAT AN ORAL HEARING WILL BE HELD ON FEBRUARY 14, 2002 IN WASHINGTON D.C. ON THE COMPANY'S APPEAL OF NASDAQ'S DECISION TO DENY THE COMPANY'S REQUEST FOR CONTINUED LISTING ON THE NASDAQ NATIONAL MARKET. ON JANUARY 17, 2002, THE COMPANY ISSUED A PRESS RELEASE RELATING TO THE APPEAL HEARING. IN OTHER DEVELOPMENTS, ON JANUARY 15, 2002, THE COMPANY ENTERED INTO A THREE YEAR EXCLUSIVE DISTRIBUTION AGREEMENT FOR THE CHINA MARKET WITH SHANGHAI CONBIO CO., LTD. ("SHANGHAI CONBIO") OF SHANGHAI, CHINA. UPON SIGNING, SHANGHAI CONBIO IS REQUIRED TO PURCHASE ONE THE COMPANY'S HYPERION LTK SYSTEMS IMMEDIATELY AND BEGIN THE REGULATORY APPROVAL PROCESS IN CHINA. THE REGULATORY APPROVAL PROCESS IS EXPECTED TO TAKE APPROXIMATELY SIX MONTHS. UPON RECEIVING REGULATORY APPROVAL, THE AGREEMENT REQUIRES, AMONG OTHER TERMS, SHANGHAI CONBIO TO PURCHASE A MINIMUM OF 8 UNITS OF THE COMPANY'S HYPERION LTK SYSTEMS DURING THE FIRST 18 MONTHS OF THE AGREEMENT. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Company press release dated January 16, 2002 99.2 Company press release dated January 17, 2002 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: January 23, 2002 By: /s/ John Hendrick Name: John Hendrick Title: President and Chief Executive Officer EXHIBIT INDEX 99.1 Company press release dated January 16, 2002 99.2 Company press release dated January 17, 2002 END OF FILING

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 21, 2001

Sunrise Technologies International, Inc.

(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 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4
EXHIBIT 99.5

Item 5. Other Events.

On December 21, 2001, the Company entered into another Extension Agreement with Silicon Valley Bank extending the maturity date of the approximately $3,500,000 it owes to the bank under its line-of-credit to March 31, 2002. The bank had previously extended the maturity date of the loan to November 30, 2001. In exchange for the extension the Company signed an Intellectual Property Security Agreement in which the Company granted to the bank a first priority security interest in its intellectual property up to $1,500,000. The Company also agreed to make an extension payment to the bank of $35,000 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.

In addition, on December 24, 2001, the Company entered into an agreement with RJW Acquisitions, L.C., a Texas limited liability company in which RJW Acquisitions purchased a Convertible Secured Bridge Promissory Note (“Note”) from the Company for $1,000,000. The Note is also secured by a lien of equal priority to the bank on the intellectual property of the Company up to $1,000,000. The maturity date of the Note is March 31, 2002, if not converted earlier and has an interest rate of 10% per annum. The Note is convertible at the option of the holder into 6.25% of the Company’s equity on a fully diluted basis or approximately 5,121,000 shares of common stock subject to shareholder approval to increase the number of authorized shares.

Item 7. Financial Statements and Exhibits.

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.

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 28, 2001	By:	/s/ John Hendrick
		Name: John Hendrick Title: President and Chief Executive Officer

Exhibit Index

Exhibit		Description
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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