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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. 8 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 29, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions).................... (b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
OO
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [ ]
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned
by each reporting person with:
(7) Sole voting power........................... 12,429,438
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 12,429,438
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,429,438
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by amount in Row
(11)........................................ 63.4%
(14) Type of reporting person (see instructions). CO
</TABLE>
Page 2 of 13
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions).................... (b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [ ]
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,429,438
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by amount in Row
(11)........................................ 63.4%
(14) Type of reporting person (see instructions). OO(Trust)
</TABLE>
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 3 of 13
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions).................... (b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [ ]
(6) Citizenship or place of organization........ UNITED KINGDOM
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... 185,000
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... 185,000
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,614,438
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by amount in Row
(11)........................................ 64%
(14) Type of reporting person (see instructions). CO
</TABLE>
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 4 of 13
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C>
(1) Name of reporting persons................... ANTHONY M. PILARO
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [X]
group (see instructions).................... (b) [ ]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [ ]
(6) Citizenship or place of organization........ IRELAND
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each
reporting person............................ 12,429,438
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... [ ]
(13) Percent of class represented by amount in Row
(11)........................................ 63.4%
(14) Type of reporting person (see instructions). IN
</TABLE>
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 5 of 13
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BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 8
NOTE: This Amendment No. 8 amends a Statement on Schedule 13D filed on April 11,
1996 by LCO Investments Limited and others, as amended by an Amendment No. 1
filed on December 6, 1996, by an Amendment No. 2 filed on May 23, 1997, by an
Amendment No. 3 filed on September 24, 1997, by an Amendment No. 4 filed on
December 1, 1997, by an Amendment No. 5, filed on May 11, 1998, by an Amendment
No. 6 filed on December 15, 1998 and by an Amendment No. 7 filed on July 2,
1999. This Amendment No. 8 is filed on behalf of LCO Investments Limited ("LCO
Investments"), The ERSE Trust, CAP Advisers Limited and Anthony M. Pilaro.
This Amendment No. 8 is being filed to reflect the acquisition by LCO
Investments of 1,173,334 shares of common stock, par value $0.001 per share of
BriteSmile, Inc. ("COMMON STOCK"), on October 29, 1999 and certain other
purchases by LCO Investments aggregating 112,900 shares of Common Stock. There
has been no change in the information set forth in response to Item 1, 2 , 5(d)
or 5(e) of the Schedule 13D. Accordingly, those Items are omitted from this
Amendment No. 8.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owners of any securities covered by this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to add the following:
Using its own capital funds, LCO Investments purchased 1,173,334 shares
of Common Stock on October 29, 1999 for $5,280,003. The purchase was made
pursuant the exercise of options previously granted by the Company to LCO
Investments.
Using its own capital funds, LCO Investments purchased an aggregate of
112,900 shares of Common Stock for an aggregate of $1,023,684 in open market
purchases on the American Stock Exchange on various dates from September 9, 1999
to September 27, 1999 (the "1996 Purchase Agreement").
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to delete any reference to the 773,334 options
purchased by LCO Investments pursuant to a Purchase Agreement with the Company,
dated April 1, 1996 (the "1996 Purchase Agreement"), and the 400,000 options
purchased by LCO Investments pursuant to a Purchase Agreement with the Company,
dated May 8, 1997 (the "1997 Purchase Agreement"), referred to therein. Such
options were exercised by LCO Investments on October 29, 1999 and are no longer
outstanding.
Page 6 of 13
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a) and 5(b) are amended to delete any reference to the
1,173,334 options referred to therein. Such options were exercised by LCO
Investments on October 29, 1999 and are no longer outstanding.
Item 5(c) is amended to add the following paragraphs:
LCO Investments purchased the following shares of Common Stock on the
following dates for the following prices:
<TABLE>
<CAPTION>
NUMBER OF SHARES DATE OF PURCHASE PER PRICE SHARE
<S> <C> <C>
5,500 9/9/99 9.15
49,500 9/10/99 8.96
4,300 9/13/99 9.04
11,800 9/14/99 9.32
100 9/15/99 9.50
18,900 9/20/99 9.17
1,000 9/20/99 9.13
4,500 9/22/99 9.50
9,300 9/24/99 9.46
8,000 9/27/99 9.50
------
112,900
</TABLE>
On October 29, 1999 LCO Investments purchased 1,173,334 shares of
Common Stock for an aggregate purchase price of $5,280,003. The purchase was
made pursuant to the exercise of options previously granted by the Company to
LCO Investments.
On August 12, 1999 for no consideration LCO Investments granted an
employee of the Company options to purchase 100,000 shares of Common Stock from
LCO Investments at an option exercise price of $1.07 per share.
On August 17, 1999, for no consideration, LCO Investments granted a
consultant to the Company options to purchase 100,000 shares of Common Stock
from LCO Investments at an option exercise price of $1.50 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is amended to add the following paragraphs:
For the purpose of providing additional incentive to a certain employee
of the Company, LCO Investments has granted such employee, for no consideration,
options to purchase 100,000 shares of the Company's Common Stock from LCO
Investments at a purchase price of $1.07 per share. Such options shall vest and
become exercisable only in the event and to the extent that certain performance
targets are met during the calendar years 2000,
Page 7 of 13
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2001, 2002 and 2003. The options expire on the earlier of 60 days after the end
of the year in which an employee's employment with the Company has terminated
(once the options have vested and become exercisable) or August 31, 2004.
For the purpose of providing additional incentive to a consultant to
the Company, LCO has granted such consultant, for no consideration, options to
purchase 100,000 shares of the Company's Common Stock from LCO at a purchase
price of $1.50 per share. Such options expire on August 31, 2004.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT E which was previously filed, is the Power of Attorney and
Authorizing Agreement appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto.
EXHIBIT F which was previously filed, is the 1996 Purchase Agreement.
EXHIBIT M which was previously filed, is the 1997 Purchase Agreement.
EXHIBIT Y which was previously filed is the Joint Filing Agreement
among LCO Investments Limited, the ERSE Trust, CAP Advisers Limited and
Anthony M. Pilaro, dated June 30, 1999.
EXHIBIT AA which appears on page 10 of this Amendment No. 8 is the
Option Agreement between LCO Investments and Adam Flint.
EXHIBIT BB which appears on page 13 of this Amendment No. 8 is the
Option Agreement between LCO Investments and Harry R. Thompson.
Page 8 of 13
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: November 8, 1999
LCO INVESTMENTS LIMITED
By /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By /s/ CRAIGH LEONARD
--------------------------------------
Craigh Leonard, Attorney-in-Fact
/s/ CRAIGH LEONARD
-----------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
Page 9 of 13
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EXHIBIT AA
LCO INVESTMENTS LIMITED
ST. PETER PORT
GUERNSEY, CHANNEL ISLANDS
August 12, 1999
Mr. Adam Flint
Octagon HolbornTower
137-144 High Holborn Street
London WC 1V6PL
Dear Mr. Flint:
You have accepted employment by BriteSmile Inc., a company of which we are
a substantial shareholder. To incent you to carry out your employment duties to
the best of your ability, we agree with you as follows:
1. We hereby grant you options ("Options") to purchase from us up to
100,000 shares of BriteSmile common stock at a purchase price of $1.07 per share
on the terms and conditions set forth in this letter.
2. Your rights to exercise such options shall vest and become exercisable
only if you commence employment at BriteSmile on or before August 31, 1999 and
only if and to the extent the performance targets and conditions set forth in
this Letter are met.
3. A. The First Target Period shall be Calendar Year 2000.
B. The Second Target Period shall be Calendar Year 2001.
C. The Third Target Period shall be Calendar Year 2002.
D. The Fourth Target Period shall be Calendar Year 2003.
4. Subject to Section 2, you shall have the right to exercise Options on
up to 25,000 shares of BriteSmile common stock if the First Performance Target
is met. The First Performance Target shall be met if and only if during the
First Target Period both (i) the average number of paid procedures per chair per
day ("PPCD's") in the Five Existing Centers (i.e., Walnut Creek, Pasadena,
Beverly Hills, Irvine and LaJolla) equals at least 2.5, and (ii) the PPCD's in
all BriteSmile Associated Centers operating on June 31, 2000 equals at least
1.0.
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PPCD's shall be computed in the case of the Five Existing Centers in
accordance with the following formula:
(A + B)
-------
C
Where A equals the total number of BriteSmile teeth whitening procedures
for which a customer has paid that are performed in all Five Existing Centers
during the First Target Period and where B equals the weighted average of the
number of BriteSmile 2000 Systems in the Five Existing Centers during the First
Target Period and where C equals the average number of days that the Five
Existing Centers were open for business during the First Target Period.
PPCD's shall be computed in the case of BriteSmile Associated Centers
operating on June 30, 2000 in accordance with the following formula:
A
-
B
Where A equals the total number of BriteSmile teeth whitening procedures
for which BriteSmile is paid that are performed during the First Target Period
in all BriteSmile Associated Centers and where B equals the sum of Total Chair
Days of each BriteSmile Associated Center. The "Total Chair Days" of each
BriteSmile Associated Center means the number of BriteSmile Systems in such
Associated Center multiplied by the actual number of days in the First Target
Period that such Associated Center was open for business. A "BriteSmile
Associated Center" shall mean all locations in the United States where
BriteSmile 2000 Systems are operating on June 30, 2000 other than (i) the Five
Existing Centers (ii) any other location managed by BriteSmile under
arrangements similar to the arrangements pursuant to which the Five Existing
Centers are managed and (iii) any location operated pursuant to the arrangement
between BriteSmile and OCA.
5. In addition to any Options that you may be entitled to exercise if the
First Performance Target is met and subject to Section 2, you shall have the
right to exercise Options on up to 25,000 shares of BriteSmile Common Stock upon
the satisfaction of each of the following three Performance Targets:
(a) Performance Target Two will be met if and only if during the Second
Target Period the Conversion Rate of Paid BriteSmile Procedures to BriteSmile
Call Center Net Calls as computed by BriteSmile shall be equal to not less than
40%.
(b) Performance Target Three will be met if and only if during the Third
Target Period the Conversion Rate of Paid BriteSmile Procedures to BriteSmile
Call Center Net Calls as computed by BriteSmile shall be equal to not less than
50%.
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(c) Performance Target Four will be met if and only if during the Fourth
Target Period the Conversion Rate of Paid BriteSmile Procedures to BriteSmile
Call Center Net Calls as computed by BriteSmile shall be equal to not less than
55%.
6. In addition, anything herein to the contrary notwithstanding, if you
are employed by BriteSmile for less than the entire calendar year to which any
of the Performance Target relates, and if such Performance Target is met, the
amount of Options which you shall be entitled to exercise with respect to such
Performance Target shall be reduced to the amount obtained by multiplying 25,000
by a fraction the numerator of which shall be the number of days during such
year during which you were employed by BriteSmile and the denominator of which
shall be 365.
7. You must exercise any and all Options that you have the right to
exercise not later than the earlier of (x) 60 days after the end of the year in
which your employment with BriteSmile terminates, or (y) August 31, 2004. Any
Options not so exercised shall lapse and no longer be exercisable.
8. Anything in this letter to the contrary, if your employment by the
Company is terminated for "cause" as that term is defined in BriteSmile's 1997
Stock Option Plan, all of your Options, vest and unvested, shall be forfeited
and no longer be exercisable.
9. The Options shall be assignable or transferable by you and may be
exercised only by you or your estate.
10. Nothing herein shall create any right to future or continued
employment between you and BriteSmile, and no termination of your employment
with BriteSmile, whether with or without cause, shall give you any rights
against us or BriteSmile with respect to the Options except as expressly set
forth herein.
If you are in agreement with the foregoing, please so indicate by signing
a copy of this letter and returning it to us as soon as possible. After August
31, 1999 this document and the grant options set forth herein is no longer valid
unless previously executed by you and received by us.
Very truly yours,
LCO INVESTMENTS LIMITED
By: /s/ MICHAEL C. M. YONG
--------------------------
Accepted and Agreed August 13, 1999
/s/ ADAM FLINT
- -------------------------------
ADAM FLINT
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EXHIBIT BB
LCO INVESTMENTS LIMITED
St. Peter Port
Guernsey, Channel Islands
Draft August 17, 1999
Mr. Harry R. Thompson Jr.
169 East 78th Street
New York, NY 10021
Dear Mr. Thompson:
You have agreed to act as a marketing consultant to BriteSmile Inc., a
company of which we are a substantial shareholder. To incent you to carry out
your duties to the best of your ability, we agree with you as follows:
1. We hereby grant you options ("Options") to purchase from us 100,000
shares of BriteSmile common stock at a purchase price of $1.50 per share on the
terms and conditions set froth in this letter.
2. Your rights to exercise such Options shall vest and become
exercisable only if you enter into a consulting agreement with BriteSmile on or
before September 15, 1999.
3. You must exercise any and all Options that you have the right to
exercise no later than August 31, 2004. Any Options not so exercised shall lapse
and no longer be exercisable.
4. The Options shall not be assignable or transferable by you any may
be exercised only by you or your estate.
5. Nothing herein shall create any right to future or continued
employment between you and BriteSmile, and no termination of your consulting
with BriteSmile, whether with or without cause, shall give you any rights
against us or BriteSmile with respect to the Options except as expressly set
forth herein.
If you are in agreement with the foregoing, please so indicated by
signing a copy of this letter and returning it to us as soon as possible. After
September 15, 1999 this document and the grant of options set forth herein is no
longer valid unless previously executed by you and received by us.
Very truly yours,
LCO INVESTMENTS LIMITED
By: /s/ A. M. PILARO
---------------------------------
Chairman
Accepted and Agreed
August 17, 1999
/s/ HARRY R. THOMPSON
- -------------------------------
HARRY R. THOMPSON
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