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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. 9 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)
JUNE 30, 2000
(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. [ ]
Page 1 of 9
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <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........................... 13,498,991 (which includes 1,031,553 shares subject to
acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 13,498,991 (which includes 1,031,553 shares subject to
acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 13,498,991 (which includes 1,031,553 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... |_|
Page 2 of 9
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(13) Percent of class represented by amount in
Row (11).................................... 53.99%
(14) Type of reporting person (see instructions). CO
</TABLE>
Page 3 of 9
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <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 13,498,991 (which includes 1,031,553 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... |_|
(13) Percent of class represented by amount in
Row (11).................................... 53.99%
(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 4 of 9
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <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 13,498,991 (which includes 1,031,553 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... |_|
(13) Percent of class represented by amount in
Row (11).................................... 54.73%
(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.
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SCHEDULE 13D
CUSIP NO. 461909 20 2
<TABLE>
<S> <C> <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 13,498,991 (which includes 1,031,553 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in
Row (11) excludes certain shares (see
instructions)............................... |_|
(13) Percent of class represented by amount in
Row (11).................................... 53.99%
(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 6 of 9
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BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 9
NOTE: This Amendment No. 9 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
and by an Amendment No. 8 filed on November 8, 1999 . This Amendment No. 9 is
filed on behalf of LCO Investments Limited ("LCO INVESTMENTS"), The ERSE Trust,
CAP Advisers Limited and Anthony M. Pilaro.
This Amendment No. 9 is being filed (a) to reflect the
acquisition on June 30, 2000 by LCO Investments of (i) $4,250,000 principal
amount of 5% Convertible Subordinated Notes of BriteSmile, Inc. which are
convertible into 687,702 shares of common stock, par value $0.001 per share
("COMMON STOCK") of BriteSmile, Inc., and (ii) of Warrants to acquire 343,851
shares of Common Stock and (b) to reflect certain other purchases by LCO
Investments aggregating 38,000 shares of Common Stock. There has been no change
in the information set forth in response to Item 1, 2, 4, 5 (except for 5(c)) or
6 of the Schedule 13D. Accordingly, those Items are omitted from this Amendment
No. 9.
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 funds, LCO Investments purchased (i) on May 26,
2000 38,000 shares of Common Stock on the NASDAQ National Market for an
aggregate purchase price of $242,930, (ii) on June 30, 2000 $4,250,000 principal
amount of 5% Subordinated Promissory Notes of BriteSmile, Inc. which are
convertible into 687,702 shares of Common Stock, and (iii) on June 30, 2000
Warrants to acquire 343,851 shares of Common Stock. The 5% Subordinated
Promissory Notes and Warrants were purchased from BriteSmile, Inc. for an
aggregate purchase price of $4,250,000 in a private placement pursuant to a
Securities Purchase Agreement, dated June 30, 2000, between BriteSmile, LCO
Investments and other parties (the "2000 PURCHASE AGREEMENT").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(c) is amended to add the following paragraphs:
On May 26, 2000 LCO Investments purchased the following shares
of Common Stock on the NASDAQ National Market for the following prices:
Page 7 of 9
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Number of Shares Per Price Share
2,500 5.25
8,900 5.875
2,700 6.5625
20,000 6.625
3,900 7.00
------
38,000
On June 30, 2000, pursuant to the 2000 Purchase Agreement, LCO
Investments purchased from BriteSmile, Inc. $4,250,000 5% Convertible
Subordinated Promissory Notes which are convertible into 687,250 shares of
Common Stock and Warrants to acquire 343,857 shares of Common Stock for an
aggregate purchase price of $4,250,000.
As a result of these acquisitions, LCO Investments
beneficially owns 13,498,991 shares of Common Stock (which includes 1,031,553
shares that are subject to acquisition on conversion and exercise of the Notes
and Warrants acquired pursuant to the 2000 Purchase Agreement and 1,000,000
shares which are owned by a subsidiary of LCO Investments.) These shares
represent 53.99% of the outstanding stock of BriteSmile, Inc. (treating as
outstanding the said 1,031,553 shares that are subject to acquisition by LCO
Investments). Neither ERSE Trust, CAP Advisers Limited or Anthony M. Pilaro own
any shares of Common Stock. However, CAP Advisers Limited, in its capacity as
trustee of three separate trusts, shares power to vote and dispose of 185,000
shares of Common Stock.
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 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.
Page 8 of 9
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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: July 10, 2000
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
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