1
Filing pursuant to Rule 424(b)(2)
Registration Statement No. 333-51976
PROSPECTUS SUPPLEMENT NO 1. DATED MAY 4, 2001
(TO PROSPECTUS DATED APRIL 16, 2001)
466,741 SHARES
SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
COMMON STOCK
You should read this prospectus supplement along with the accompanying
prospectus. These documents contain information you should consider when making
your investment decision. You should rely only on information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not authorized anyone else to provide you with different or
additional information. You should not assume that the information in this
prospectus supplement is accurate as of any date other than the date on the
front of this document.
The prospectus supplement and the accompanying prospectus do not constitute
an offer to sell or a solicitation of an offer to buy any securities other than
the common stock offered hereby. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or a solicitation of an offer to
buy our common stock in any circumstances in which an offer or solicitation is
unlawful.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
USE OF PROCEEDS
Sunrise will not receive any cash proceeds from the issuance of the common
stock offered by this prospectus supplement. The shares will be issued and sold
in full payment and satisfaction of an aggregate of $872,124 of indebtedness
owed by Sunrise to some of our service providers as described below.
PLAN OF DISTRIBUTION
To date, and not including the issuance of shares of common stock pursuant to
this prospectus supplement, we have not issued any shares of common stock
pursuant to the prospectus dated April 16, 2001 which is part of our
Registration Statement on Form S-3 (File No. 333-51976).
As described below, we are offering an aggregate of 466,741 shares of common
stock to five of our service providers in full payment and satisfaction of
indebtedness we owe to them.
2
We are offering a total of 113,188 shares of common stock at a price of $2.42
per share to the following service providers as reasonable considerable for, and
in full payment and satisfaction of, our indebtedness to these service providers
for consulting services that they have previously rendered to us. The
consultants, the number of shares offered and the indebtedness discharged is set
forth below:
Number Indebtedness
Consultant of Shares Discharged
---------- --------- -----------
Health Communications 54,031 $130,755.19
Health Capital Financial Group 34,640 $ 83,828.64
QVS 14,186 $ 34,328.93
Dr. Bruce Sand 10,331 $ 25,000.00
------- -----------
113,188 $273,912.76
In addition, we are offering a total of 353,553 shares at a price of $1.69 to
Innerstep Corporation as reasonable consideration for, and in full payment and
satisfaction of, $598,211.52 of indebtedness to Innerstep Corporation in
connection with licensing arrangements for products previously provided to us.
No party is acting as an underwriter with respect to this offering.
MARKET FOR OUR COMMON STOCK
Our common stock is listed on the NASDAQ National Market under the symbol
"SNRS". On May 3, 2001 our closing price of one share of common stock was $2.42.
As of May 3, 2001, we had 51,431,546 shares of common stock outstanding.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement and the accompanying prospectus.
We incorporate the documents listed in the prospectus beginning on page 15.