content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    ___________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OF 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  
  
  
  Date of Report (Date of earliest event reported)        January 8, 2001
                                                   -------------------------------
  
  
                           Sunrise Telecom Incorporated
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
  
           Delaware                          0-30757               77-0291197
  --------------------------------------------------------------------------------
  (State or other jurisdiction            (Commission File       (IRS Employer
  of incorporation)                           Number)          Identification No.)
  
  
  
  
  
  22 Great Oaks Boulevard, San Jose, California                        95119
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                           (Zip Code)
  
  
  
  
  Registrant's telephone number, including area code        (408) 363-8000
                                                     -----------------------------
  
  
  
                                   Inapplicable
  --------------------------------------------------------------------------------
           (Former name or former address if changed since last report)
  <PAGE>
  
  Item 2.        Acquisition or Disposition of Assets.
  
                 On January 8, 2001, Sunrise Telecom Incorporated ("Sunrise")
  completed its acquisition of all of the outstanding securities of Avantron
  Technologies Inc., a corporation governed by the laws of Canada ("Avantron"),
  for Cdn$17.6 million (approximately US$11.7 million) in cash and notes payable,
  subject to post-closing purchase price adjustments. Avantron specializes in the
  design and manufacture of CATV Test Equipment and Performance Monitoring
  systems. The acquisition was made pursuant to a share purchase agreement among
  each of the shareholders of Avantron and Sunrise Telecom Avantron Division
  Corp., a Nova Scotia unlimited liability company and wholly-owned subsidiary of
  Sunrise. A copy of the acquisition agreement is attached hereto as Exhibit 2.1.
  At the closing, Sunrise made cash payments in the aggregate amount of Cdn$15.6
  million (approximately US$10.4 million) to the Avantron shareholders. The source
  of the cash payment was cash generated through operations and from the proceeds
  of Sunrise's initial public offering. The cash consideration in the acquisition
  was arrived at through arms' length negotiations.
  
  Item 7.        Financial Statements, Pro Forma Financial Information and
                 Exhibits
  
                 (a)  Financial Statements of Businesses Acquired.
  
                 Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, Sunrise
  undertakes to file such information by amendment to this report as soon as it is
  available and in any event no later than 60 days after the date of the filing of
  this report.
  
                 (b)  Pro Forma Financial Information.
  
                 Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, Sunrise
  undertakes to file such information by amendment to this report as soon as it is
  available and in any event no later than 60 days after the date of the filing of
  this report.
  
                 (c)  Exhibits.
  
  Exhibit No.    Description
  -----------    -----------
  
  2.1            Share Purchase Agreement dated January 8, 2001.*
  
  *  The schedules and exhibits to this agreement, as set forth in the Table of
  Contents, have not been filed herewith, pursuant to Item 601(b)(2) of Regulation
  S-K.  The Registrant agrees to furnish supplementally a copy of any omitted
  schedule or exhibit to the Commission upon request.
  <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 hereunto duly authorized.
  
                           SUNRISE TELECOM INCORPORATED
                                   (Registrant)
  
  
  Date: February 1, 2001                      By:     /s/ Peter L. Eidelman
                                                 _________________________________
                                                          Peter L. Eidelman
                                                       Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit No.                       Description
  -----------                       -----------
  
  
  2.1             Share Purchase Agreement dated January 8, 2001.*
  
  *  The schedules and exhibits to this agreement, as set forth in the Table of
  Contents, have not been filed herewith, pursuant to Item 601(b)(2) of Regulation
  S-K.  The Registrant agrees to furnish supplementally a copy of any omitted
  schedule or exhibit to the Commission upon request.
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metadata_filer: {"company-data": {"conformed-name": "SUNRISE TELECOM INC", "cik": "0000907152", "assigned-sic": "4813", "irs-number": "770291197", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30757", "film-number": "1523964"}, "business-address": {"street1": "22 GREAT OAKS BLVD", "street2": "STE 203", "city": "SAN JOSE", "state": "CA", "zip": "95119", "phone": "4083638000"}, "mail-address": {"street1": "22 GREAT OAKS BLVD", "city": "SAN JOSE", "state": "CA", "zip": "95119"}}
text: SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    ___________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OF 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event reported)        January 8, 2001
                                                   -------------------------------
  
                           Sunrise Telecom Incorporated
  --------------------------------------------------------------------------------
              (Exact name of registrant as specified in its charter)
  
           Delaware                          0-30757               77-0291197
  --------------------------------------------------------------------------------
  (State or other jurisdiction            (Commission File       (IRS Employer
  of incorporation)                           Number)          Identification No.)
  
  22 Great Oaks Boulevard, San Jose, California                        95119
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                           (Zip Code)
  
  Registrant's telephone number, including area code        (408) 363-8000
                                                     -----------------------------
  
                                   Inapplicable
  --------------------------------------------------------------------------------
           (Former name or former address if changed since last report)
  Item 2.        Acquisition or Disposition of Assets.
  
                 On January 8, 2001, Sunrise Telecom Incorporated ("Sunrise")
  completed its acquisition of all of the outstanding securities of Avantron
  Technologies Inc., a corporation governed by the laws of Canada ("Avantron"),
  for Cdn$17.6 million (approximately US$11.7 million) in cash and notes payable,
  subject to post-closing purchase price adjustments. Avantron specializes in the
  design and manufacture of CATV Test Equipment and Performance Monitoring
  systems. The acquisition was made pursuant to a share purchase agreement among
  each of the shareholders of Avantron and Sunrise Telecom Avantron Division
  Corp., a Nova Scotia unlimited liability company and wholly-owned subsidiary of
  Sunrise. A copy of the acquisition agreement is attached hereto as Exhibit 2.1.
  At the closing, Sunrise made cash payments in the aggregate amount of Cdn$15.6
  million (approximately US$10.4 million) to the Avantron shareholders. The source
  of the cash payment was cash generated through operations and from the proceeds
  of Sunrise's initial public offering. The cash consideration in the acquisition
  was arrived at through arms' length negotiations.
  
  Item 7.        Financial Statements, Pro Forma Financial Information and
                 Exhibits
  
                 (a)  Financial Statements of Businesses Acquired.
  
                 Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, Sunrise
  undertakes to file such information by amendment to this report as soon as it is
  available and in any event no later than 60 days after the date of the filing of
  this report.
  
                 (b)  Pro Forma Financial Information.
  
                 Not filed herewith. Pursuant to Item 7(a)(4) of Form 8-K, Sunrise
  undertakes to file such information by amendment to this report as soon as it is
  available and in any event no later than 60 days after the date of the filing of
  this report.
  
                 (c)  Exhibits.
  
  Exhibit No.    Description
  -----------    -----------
  
  2.1            Share Purchase Agreement dated January 8, 2001.*
  
  *  The schedules and exhibits to this agreement, as set forth in the Table of
  Contents, have not been filed herewith, pursuant to Item 601(b)(2) of Regulation
  S-K.  The Registrant agrees to furnish supplementally a copy of any omitted
  schedule or exhibit to the Commission upon request.
  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.
  
                           SUNRISE TELECOM INCORPORATED
                                   (Registrant)
  
  Date: February 1, 2001                      By:     /s/ Peter L. Eidelman
                                                 _________________________________
                                                          Peter L. Eidelman
                                                       Chief Financial Officer
  EXHIBIT INDEX
  
  Exhibit No.                       Description
  -----------                       -----------
  
  2.1             Share Purchase Agreement dated January 8, 2001.*
  
  *  The schedules and exhibits to this agreement, as set forth in the Table of
  Contents, have not been filed herewith, pursuant to Item 601(b)(2) of Regulation
  S-K.  The Registrant agrees to furnish supplementally a copy of any omitted
  schedule or exhibit to the Commission upon request.