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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): June 29, 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, CA 94598
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 941-6260
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On June 29, 2000, BriteSmile, Inc. (the "Company") closed a Securities
Purchase Agreement with nine investors (the "Investors"),
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pursuant to which the Company sold in a private placement (the "Note Offering")
its 5% Subordinated Convertible Notes due June 29, 2005 in the aggregate
principal amount of $15,583,333 (the "Notes").
The Notes are convertible into shares of the Company's Common Stock, par
value $.001 per share (the "Common Stock"), at a per share conversion price of
$6.18, which is 120% of the average of the closing bid price of the Common Stock
during the ten-trading day period immediately prior to June 27, 2000, the date
the transaction documents were signed. The Company also issued to the Investors,
pro rata, warrants (the "Warrants") to purchase a total of 1,260,787 shares of
Common Stock, which have a term of five years and an exercise price of $7.21 per
share. The conversion price of the Notes and the exercise price of the Warrants
are subject to certain reset and/or penalty provisions as set forth in the
transaction documents.
Two of the Investors purchasing a total of $3,500,000 principal amount of
the Notes are unaffiliated with the Company. These unaffiliated investors
include CapEx, L.P., and Pacific Mezzanine Fund.
Seven of the Investors, purchasing an aggregate amount of $12,083,332 of
the Notes, are presently affiliates of the Company. The affiliated Investors
include LCO Investments Limited (shareholder and affiliated with director
Anthony Pilaro), John Reed (shareholder, CEO and director), Gasper Lazzara, Jr.
(director), Andrew McKelvey (shareholder and affiliated with director Bradford
Peters), and Pequot Private Equity Fund II, L.P., Pequot International Fund,
Inc., and Pequot Partners Fund, L.P. (shareholders and affiliated with director
Gerald Poch).
Pursuant to a Registration Rights Agreement between the Investors and the
Company, the Company agreed to register with the Securities and Exchange
Commission (the "SEC"), within 120 days from the closing date, the shares of
Common Stock underlying the Notes and Warrants for offer and sale under the
Securities Act of 1933, as amended.
Several of the shareholders and directors described above have agreed to
purchase up to an additional $3,916,668 of the Notes in the event that other
investors do not purchase that amount of the Notes on or before July 31, 2000 on
similar terms.
The terms of the Private Placement are set forth in full in the forms of
Securities Purchase Agreement, Convertible Subordinated Note, Registration
Rights Agreement, and Warrant to Purchase Common Stock filed as exhibits to this
Report.
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Item 7. Exhibits.
Exhibit No. Description
___________ ____________
(10) Securities Purchase Agreement dated as of June 27, 2000, between the
Company and the Investors, together with exhibits including form of 5%
Subordinated Convertible Notes of the Company dated June 29, 2000 due
June 29, 2005, form of Warrant to Purchase Common Stock of the Company
dated June 29, 2000, and form of Registration Rights Agreement dated
June 29, 2000 between the Company and the Investors (filed herewith).
(99) Press release dated June 30, 2000 issued by the Registrant (filed
herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BriteSmile, Inc.
By: /s/ Paul A. Boyer
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Paul A. Boyer
Chief Financial Officer
Date: June 30, 2000
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EXHIBIT INDEX
Exhibit No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
_____________ ____________ ____________
(10) Securities Purchase Agreement
dated as of June 27, 2000,
between the Company and the Investors,
together with exhibits including form
of 5% Subordinated Convertible Notes
of the Company dated June 29, 2000
due June 29, 2005, form of Warrant
to Purchase Common Stock of the Company
dated June 29, 2000, and form of
Registration Rights Agreement dated
June 29, 2000 between the Company and
the Investors (filed herewith).
(99) Press release dated June 30, 2000
issued by the Registrant.
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