SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 August 13, 1996

                -------------------------------------------------
                Date of Report (Date of earliest event reported)


                             SUNLIGHT SYSTEMS, LTD.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                  Nevada                   0-14306            84-0928627
       -------------------------------------------------------------------
       (State or other jurisdiction (Commission File Number) (IRS Employer
            of incorporation)                                Identification
                                                                Number)


                              820 S. Colorado Blvd.
                             Denver, Colorado 80222
            --------------------------------------------------------
              (Address of principal executive offices ) (Zip Code)


                                  (303)691-1900
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

                           MENDELL-DENVER CORPORATION
                            1816 Cherokee Bluff Drive
                         Knoxville, Tennessee 37920-2220
             -------------------------------------------------------
                         (Former name or former address)




<PAGE>

ITEM 1   CHANGES IN CONTROL OF REGISTRANT

On August 13,  1996,  a change in control of  Mendell-Denver  Corporation  ("the
Registrant") and a change in its primary business  activities occurred as a part
of a corporate reorganization.

On that date, the resignations of the former officers and directors,  consisting
of: Paul E. Mendell,  Chairman of the Board, President,  Chief Executive Officer
and a Director, Charles R. Rayman, Vice-president,  Secretary,  Treasurer, Chief
Financial  Officer  and a  Director,  and David M.  Hedges,  a  Director  became
unconditionally effective. Patricia E. Johnston is the sole Officer and Director
of the Registrant.

As part of a corporate reorganization,  the Registrant, effective July 22, 1996,
was merged into its wholly owned  subsidiary  Sunlight  Systems,  Ltd., a Nevada
Corporation. By virtue of the Articles and Plan of Merger:

     1.   Mendell-Denver  Corporation,  a Colorado  corporation  was merged into
          Sunlight Systems, Ltd., a Nevada Corporation;

     2.   The Registrant's name was changed to Sunlight Systems, Ltd.; and

     3.   Each five (5)  shares of the  Registrant  outstanding  shares,  on the
          effective date of the Merger,  became  exchangeable into one (1) share
          of Sunlight Systems, Ltd.

As a consequence of such exchange,  on the effective date of the Merger, the Ten
Million,  Four Hundred and  Ninety-One  Thousand,  Five Hundred and  Fifty-Eight
(10,491,558) issued and outstanding shares of the Registrant. was reduced to Two
Million, Ninety-eight Thousand, Three Hundred and Twelve (2,098,312) shares.

After the Merger and in order to  complete  the  corporate  reorganization,  the
Registrant  accepted  subscriptions  for  Six  Million,  Nine  Hundred  and  One
Thousand, Seven Hundred and Fifty-Two (6,901,752) restricted shares from six (6)
individuals to provide funds for its proposed business activities.  By virtue of
such subscriptions,  three (3) persons,  who were non-affiliated  third parties,
acquired a controlling  interest in the Registrant.  Cheri L. Perry acquired Two
Million,  Eighty-Three  Thousand,  Nine Hundred and Sixty (2,083,960) restricted
shares,  in  consideration  of the  payment of Three  Hundred  Thousand  Dollars
($300,000.00)  cash or cash  equivalents;  Bert  Roosen  acquired  One  Million,
Eighty-Three  Thousand,  Eight  Hundred  and  Ninety-Six  (1,083,896)  shares in
consideration  of  Sixty-Six  Thousand,  Six  Hundred and  Sixty-Seven  (66,667)
restricted  shares  of Energy  Corporation,  valued  at Three  Hundred  Thousand
Dollars  ($300,000.00);  and Zenith Petroleum  Corporation acquired Two Million,
Eighty-Three  Thousand,  Eight  Hundred  and  Ninety-Six  (2,083,896)  shares in
consideration  of the  assignment  of oil and gas  properties  valued  at  Three
Hundred  Thousand  Dollars   ($300,000.00).   Three  (3)  other   non-affiliated
individuals who acquired minority interests in the Corporation, contributed cash
in the amount of Ninety Thousand Dollars ($90,000.00) and a total of One Hundred
Thousand  (100,000)   restricted  common  shares  of  Energy  Corporation.   The


                                       2

<PAGE>

Registrant,  as the  holder  of the  restricted  shares  of  Energy  Corporation
contributed by the subscribers,  including Mr. Roosen,  is entitled to receive a
liquidating  stock  distribution of One Hundred  Thousand  (100,000)  registered
common share of Intercell Corporation (NASDAQ: INCE) to be distributed,  as part
of a Plan of Liquidating  Dissolution of Energy Corporation,  in three (3) equal
annual installments over the next three (3) years.

After the issuance of the subscribed  shares,  the Registrant has  approximately
Nine Million, Sixty-Four Thousand (9,064,000) shares issued and outstanding. The
source of the funds  utilized  by the  parties  subscribing  for the  restricted
shares were the personal property of such individuals or persons.  The valuation
of the property  conveyed  and the number of shares  received  were  arbitrarily
determined by the Board of Directors and bears no  relationship  necessarily  to
any established criteria of value.

As a result of the above transactions,  Patricia E. Johnston, President and Sole
Director of the Registrant,  Cheri L. Perry,  Secretary and the beneficial owner
of more than ten percent (10%) of the  Registrant,  Bert Roosen,  the beneficial
owner of more than ten  percent  (10%) of the  Registrant  and Zenith  Petroleum
Corporation,  the  beneficial  owner  of  more  the  ten  percent  (10%)  of the
Registrant are deemed to be in control of the  Registrant.  Patricia E. Johnston
is the sole record and beneficial owner of Zenith Petroleum Corporation.

The cash and other property  contributed by the subscribers  will be used by the
Registrant in its new proposed business  activities.  The Registrant  intends to
market and distribute a product known as the Sun Tunnel.  This product is a home
improvement product,  designed to be a replacement for standard custom built sky
lights.  The Sun  Tunnel is a  circular  sky  light,  mounted on the roof with a
flexible,  highly reflective,  silver lined tube connecting the roof mounted sky
light  with an  opening  in the  ceiling  of the room  where  the light is to be
directed. Due to the flexible nature of the tubing, the sky light can be mounted
in  virtually  any place and the  tubing  flexed in any  direction  in the attic
space.  The  product  was  initially  developed  in  Australia  and has  enjoyed
significant sales in those countries. The Management of Sun Tunnel Systems, Inc.
estimates that the product has a Sixty to Sixty-Five  Percent (60%-65%) share of
all residential skylight business in Australia.

The Registrant has acquired a license from Sun Tunnel Systems,  Inc. to sell and
distribute  such  products,  as a dealer  in the  State of  Colorado  (Counties:
Larimer, Boulder,  Jefferson, Weld, Adams, Arapahoe,  Douglas, El Paso, Fremont,
Pueblo,  Pitkin,  Eagle,  Summit and  Lake.) and the State of Nevada  (Counties:
Clark (Las Vegas)).  Further, it has earned the distributorship  rights for such
product for the states of Indiana,  Illinois,  Ohio and Michigan. The Registrant
is in the formative stages of its proposed business activities, but is beginning
to see favorable response and sales to its marketing activities.

As result of the corporate  reorganization  described  herein,  Registrant's new
CUSIP Number is:  86737P 10 3 and it has reserved the symbol SUNY for its common
stock, if and when trading has been approved on the Bulletin Board.


                                        3


<PAGE>

ITEM 7        FINANCIAL STATEMENTS AND EXHIBITS

(a)           Financial Statements of Business Acquired; None.

(b)           Exhibits

              2.1  Articles and Plan of Merger of Mendell-Denver Corporation and
                   Sunlight Systems, Ltd.  as filed with  the  Secretary of  the
                   State of Colorado on July 19, 1996 and the State of Nevada on
                   July 22, 1996.




                                        4


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has dully  caused  this  report  to be  signed on its  behalf by the
undersigned hereunto duly authorized.


Date:         August 15, 1996                 SUNLIGHT SYSTEMS, LTD.



                                              /s/ Patricia E. Johnston
                                              -----------------------------
                                              Patricia E. Johnston,
                                              President



                                        5
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{"company-data": {"conformed-name": "MENDELL DENVER CORP", "cik": "0000827161", "assigned-sic": "6770", "irs-number": "840992908", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19598", "film-number": "96618155"}, "business-address": {"street1": "1816 CHEROKEE BLUFF DR", "city": "KNOXVILLE", "state": "TN", "zip": "37920-2200", "phone": "6155799525"}, "mail-address": {"street1": "P O BOX 7333", "street2": "P O BOX 7333", "city": "1025 E NOKOMIS CIRCL", "state": "TN", "zip": "37919-6700"}}
SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 August 13, 1996

                -------------------------------------------------
                Date of Report (Date of earliest event reported)

                             SUNLIGHT SYSTEMS, LTD.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                  Nevada                   0-14306            84-0928627
       -------------------------------------------------------------------
       (State or other jurisdiction (Commission File Number) (IRS Employer
            of incorporation)                                Identification
                                                                Number)

                              820 S. Colorado Blvd.
                             Denver, Colorado 80222
            --------------------------------------------------------
              (Address of principal executive offices ) (Zip Code)

                                  (303)691-1900
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

                           MENDELL-DENVER CORPORATION
                            1816 Cherokee Bluff Drive
                         Knoxville, Tennessee 37920-2220
             -------------------------------------------------------
                         (Former name or former address)
ITEM 1   CHANGES IN CONTROL OF REGISTRANT

On August 13,  1996,  a change in control of  Mendell-Denver  Corporation  ("the
Registrant") and a change in its primary business  activities occurred as a part
of a corporate reorganization.

On that date, the resignations of the former officers and directors,  consisting
of: Paul E. Mendell,  Chairman of the Board, President,  Chief Executive Officer
and a Director, Charles R. Rayman, Vice-president,  Secretary,  Treasurer, Chief
Financial  Officer  and a  Director,  and David M.  Hedges,  a  Director  became
unconditionally effective. Patricia E. Johnston is the sole Officer and Director
of the Registrant.

As part of a corporate reorganization,  the Registrant, effective July 22, 1996,
was merged into its wholly owned  subsidiary  Sunlight  Systems,  Ltd., a Nevada
Corporation. By virtue of the Articles and Plan of Merger:

     1.   Mendell-Denver  Corporation,  a Colorado  corporation  was merged into
          Sunlight Systems, Ltd., a Nevada Corporation;

     2.   The Registrant's name was changed to Sunlight Systems, Ltd.; and

     3.   Each five (5)  shares of the  Registrant  outstanding  shares,  on the
          effective date of the Merger,  became  exchangeable into one (1) share
          of Sunlight Systems, Ltd.

As a consequence of such exchange,  on the effective date of the Merger, the Ten
Million,  Four Hundred and  Ninety-One  Thousand,  Five Hundred and  Fifty-Eight
(10,491,558) issued and outstanding shares of the Registrant. was reduced to Two
Million, Ninety-eight Thousand, Three Hundred and Twelve (2,098,312) shares.

After the Merger and in order to  complete  the  corporate  reorganization,  the
Registrant  accepted  subscriptions  for  Six  Million,  Nine  Hundred  and  One
Thousand, Seven Hundred and Fifty-Two (6,901,752) restricted shares from six (6)
individuals to provide funds for its proposed business activities.  By virtue of
such subscriptions,  three (3) persons,  who were non-affiliated  third parties,
acquired a controlling  interest in the Registrant.  Cheri L. Perry acquired Two
Million,  Eighty-Three  Thousand,  Nine Hundred and Sixty (2,083,960) restricted
shares,  in  consideration  of the  payment of Three  Hundred  Thousand  Dollars
($300,000.00)  cash or cash  equivalents;  Bert  Roosen  acquired  One  Million,
Eighty-Three  Thousand,  Eight  Hundred  and  Ninety-Six  (1,083,896)  shares in
consideration  of  Sixty-Six  Thousand,  Six  Hundred and  Sixty-Seven  (66,667)
restricted  shares  of Energy  Corporation,  valued  at Three  Hundred  Thousand
Dollars  ($300,000.00);  and Zenith Petroleum  Corporation acquired Two Million,
Eighty-Three  Thousand,  Eight  Hundred  and  Ninety-Six  (2,083,896)  shares in
consideration  of the  assignment  of oil and gas  properties  valued  at  Three
Hundred  Thousand  Dollars   ($300,000.00).   Three  (3)  other   non-affiliated
individuals who acquired minority interests in the Corporation, contributed cash
in the amount of Ninety Thousand Dollars ($90,000.00) and a total of One Hundred
Thousand  (100,000)   restricted  common  shares  of  Energy  Corporation.   The

                                       2
Registrant,  as the  holder  of the  restricted  shares  of  Energy  Corporation
contributed by the subscribers,  including Mr. Roosen,  is entitled to receive a
liquidating  stock  distribution of One Hundred  Thousand  (100,000)  registered
common share of Intercell Corporation (NASDAQ: INCE) to be distributed,  as part
of a Plan of Liquidating  Dissolution of Energy Corporation,  in three (3) equal
annual installments over the next three (3) years.

After the issuance of the subscribed  shares,  the Registrant has  approximately
Nine Million, Sixty-Four Thousand (9,064,000) shares issued and outstanding. The
source of the funds  utilized  by the  parties  subscribing  for the  restricted
shares were the personal property of such individuals or persons.  The valuation
of the property  conveyed  and the number of shares  received  were  arbitrarily
determined by the Board of Directors and bears no  relationship  necessarily  to
any established criteria of value.

As a result of the above transactions,  Patricia E. Johnston, President and Sole
Director of the Registrant,  Cheri L. Perry,  Secretary and the beneficial owner
of more than ten percent (10%) of the  Registrant,  Bert Roosen,  the beneficial
owner of more than ten  percent  (10%) of the  Registrant  and Zenith  Petroleum
Corporation,  the  beneficial  owner  of  more  the  ten  percent  (10%)  of the
Registrant are deemed to be in control of the  Registrant.  Patricia E. Johnston
is the sole record and beneficial owner of Zenith Petroleum Corporation.

The cash and other property  contributed by the subscribers  will be used by the
Registrant in its new proposed business  activities.  The Registrant  intends to
market and distribute a product known as the Sun Tunnel.  This product is a home
improvement product,  designed to be a replacement for standard custom built sky
lights.  The Sun  Tunnel is a  circular  sky  light,  mounted on the roof with a
flexible,  highly reflective,  silver lined tube connecting the roof mounted sky
light  with an  opening  in the  ceiling  of the room  where  the light is to be
directed. Due to the flexible nature of the tubing, the sky light can be mounted
in  virtually  any place and the  tubing  flexed in any  direction  in the attic
space.  The  product  was  initially  developed  in  Australia  and has  enjoyed
significant sales in those countries. The Management of Sun Tunnel Systems, Inc.
estimates that the product has a Sixty to Sixty-Five  Percent (60%-65%) share of
all residential skylight business in Australia.

The Registrant has acquired a license from Sun Tunnel Systems,  Inc. to sell and
distribute  such  products,  as a dealer  in the  State of  Colorado  (Counties:
Larimer, Boulder,  Jefferson, Weld, Adams, Arapahoe,  Douglas, El Paso, Fremont,
Pueblo,  Pitkin,  Eagle,  Summit and  Lake.) and the State of Nevada  (Counties:
Clark (Las Vegas)).  Further, it has earned the distributorship  rights for such
product for the states of Indiana,  Illinois,  Ohio and Michigan. The Registrant
is in the formative stages of its proposed business activities, but is beginning
to see favorable response and sales to its marketing activities.

As result of the corporate  reorganization  described  herein,  Registrant's new
CUSIP Number is:  86737P 10 3 and it has reserved the symbol SUNY for its common
stock, if and when trading has been approved on the Bulletin Board.

                                        3
ITEM 7        FINANCIAL STATEMENTS AND EXHIBITS

(a)           Financial Statements of Business Acquired; None.

(b)           Exhibits

              2.1  Articles and Plan of Merger of Mendell-Denver Corporation and
                   Sunlight Systems, Ltd.  as filed with  the  Secretary of  the
                   State of Colorado on July 19, 1996 and the State of Nevada on
                   July 22, 1996.

                                        4
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has dully  caused  this  report  to be  signed on its  behalf by the
undersigned hereunto duly authorized.

Date:         August 15, 1996                 SUNLIGHT SYSTEMS, LTD.

                                              /s/ Patricia E. Johnston
                                              -----------------------------
                                              Patricia E. Johnston,
                                              President

                                        5