SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BRITESMILE, INC.
----------------
(Exact name of registrant as specified in its charter)
Utah 87-0410364
- - -------------------------- --------------
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
490 North Wiget Lane
Walnut Creek, CA 94598
-----------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not applicable
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
Securities Act registration statement file number to which this Form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
----------------------------------------
(Title of Class)
BRITESMILE, INC.
1
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
This registration relates to the Registrant's class of Common
Stock, par value $.001 per share (the "Common Stock").
The Company's authorized capital stock consists of 50,000,000
shares of Common Stock, par value $.001 per share. As of the date of this filing
there are 23,650,635 shares issued and outstanding. Holders of the Common Stock
are entitled to one vote for each share held of record on matters submitted to a
vote of stockholders. Each share is entitled to share pro rata in dividends and
distributions with respect to the shares when, as, and if declared by the Board
of Directors from funds legally available therefor.
The Articles of Incorporation of the Company do not grant any
shareholder of the Company preemptive rights to subscribe for any of the
Company's securities.
Upon dissolution, liquidation or winding up of the Company,
the assets will be divided pro rata on a share-for-share basis among the holders
of the Common Stock, subject to the rights of creditors. The outstanding shares
of the Company's Common Stock are fully paid and nonassessable.
The stockholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors can elect all of the directors if they
choose to do so; in such event, the holders of the remaining shares voting for
the election of the directors will be unable to elect any person or persons to
the Board of Directors.
Item 2. Exhibits
1. Registrant's Articles of Incorporation, as amended to date
(incorporated by reference to Exhibit 3.05 of the Registrant's Quarterly Report
on Form 10-QSB for the quarter ended December 31, 1999).
2. Registrant's Bylaws, as amended to date (incorporated by
reference to Exhibit 3.02 of the Registrant's Annual Report on Form 10-KSB for
the fiscal year ended March 31, 1996, as amended on July, 23 1999 pursuant to an
Amendment to Bylaws incorporated by reference to Exhibit 3.03 of the
Registrant's Quarterly Report on Form 10-QSB for the quarter ended June 30,
1999).
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
BRITESMILE, INC.
/S/ Paul A. Boyer
--------------------------
Paul A. Boyer
Chief Financial Officer
Date: April 3, 2000
3
