UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2000
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BriteSmile, Inc.
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(Exact name of registrant as specified in its charter)
Utah
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(State or other jurisdiction of incorporation or organization)
0-17594 87-0410364
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(Commission file number) (I.R.S. Employer Identification No.)
490 North Wiget Lane
Walnut Creek, California 94598
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 941-6260
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(Former name or former address, if changed since last report)
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Item 5. Other Events
Registrant and LCO Investments Limited ("LCO") entered into a Note
Purchase Agreement dated December 5, 2000 (the "Note Purchase Agreement").
Pursuant to the terms of the Note Purchase Agreement, LCO agreed to lend the
Registrant Five Million Dollars ($5,000,000) (the "Bridge Loan"). In connection
with the Bridge Loan, the Registrant issued a Convertible Promissory Note (the
"Note") to LCO in the original principal amount of the Bridge Loan, due and
payable in one year. The Note bears interest on the unpaid principal amount from
December 5, 2000 at an annual percentage rate of Seven and 52/100 percent
(7.52%), which was 100 basis points above LIBOR on December 5, 2000. The Note
may be prepaid at any time by the Registrant without penalty.
In the event the Registrant closes on a private offering of its Common
Stock of not less than $15,000,000 to investors not affiliated with LCO during
the term of the Note (the "Offering"), all sums due and owing under the Note may
be converted, at the election of either LCO or the Registrant, into Common Stock
("Conversion Shares")at a conversion price per share equal to the per-share
purchase price of the Common Stock purchased by the investors in the Offering.
In addition, at its sole election, LCO may convert all sums due under the Note
into shares of Common Stock at a conversion price of Five Dollars ($5.00) per
share. In the event either the Registrant or LCO elects to convert the
outstanding amount due under the Note into shares of Common Stock, the
conversion must be for shares representing all outstanding obligations under the
Note.
In connection with the Bridge Loan, the Registrant issued LCO warrants
(the "Warrants") to purchase Two Hundred Fifty-Thousand (250,000) shares of the
Registrant's Common Stock (the "Warrant Shares") at a per share purchase price
of Five Dollars ($5.00). The Warrants were issued on December 5, 2000 and expire
on December 5, 2003. For purposes of this Report, the Conversion Shares and the
Warrant Shares are referred to herein as the "New Shares."
Pursuant to an amendment dated December 5, 2000 to a prior Registration
Rights Agreement between the Registrant and LCO, LCO has acquired certain rights
to cause the Registrant to register the New Shares for offer and sale under the
Securities Act of 1933, as amended.
LCO is a corporation organized under the laws of Guernsey, Channel
Islands, and is wholly owned by The ERSE Trust. The sole trustee of The ERSE
Trust is CAP Advisers Limited, a company organized under the laws of the United
Kingdom. Anthony M. Pilaro, a director of the Registrant, is a director of LCO
and a director of CAP Advisers Limited.
The terms of the Bridge Loan are set forth in full in the Note Purchase
Agreement, Warrant to Purchase Shares of Common Stock, Convertible Promissory
Note and the Amendment to Registration Rights Agreement, which are filed as
exhibits to this Report.
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Item 7. Exhibits.
Exhibit No. Description
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(10)(a) Note Purchase Agreement, dated December 5, 2000, between the
Registrantand LCO Investments Limited.
(10)(b) Convertible Promissory Note, dated December 5, 2000, issued
by the Registrant to LCO Investments Limited.
(10)(c) Warrant to Purchase Shares of Common Stock, dated December 5,
2000, between the Registrant and LCO Investments Limited.
(10)(d) Amendment to Registration Rights Agreement, dated December 5,
2000, between the Registrant and LCO Investments Limited.
(99) Press release dated December 6, 2000 issued by the Registrant.
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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 thereunto duly authorized.
BriteSmile, Inc.
By: /s/ Paul A. Boyer
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Paul A. Boyer
Chief Financial Officer
Date: December 8, 2000
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EXHIBIT INDEX
Exhibit No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
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(10)(a) Note Purchase Agreement, dated
December 5, 2000, between the
Registrant and LCO Investments
Limited.
(10)(b) Convertible Promissory Note,
dated December 5, 2000, issued
by the Registrant to LCO Investments
Limited.
(10)(c) Warrant to Purchase Shares of
Common Stock, dated December 5, 2000,
Between the Registrant and LCO
Investments Limited.
(10)(d) Amendment to Registration Rights
Agreement, dated December 5, 2000,
between the Registrant and LCO
Investments Limited.
(99) Press release dated December 6,
2000 issued by the Registrant.
