UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. # __)
BriteSmile, Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
110415106
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: David J. Malat 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 7, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 110415106
SCHEDULE 13D
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pequot Capital Management, Inc.
06-1524885
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2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
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7. SOLE VOTING POWER
3,353,333
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NUMBER OF SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING ------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
3,353,333
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,353,333
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.30%
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14. TYPE OF REPORTING PERSON*
IA
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Item 1. Security and Issuer
This Statement relates to the Common Stock, $.001 par value (the "Shares"), of
BriteSmile, Inc. (the "Company"), a Utah corporation. The Company's principal
executive office is located at 490 North Wiget Lane, Walnut Creek, CA 94598.
Item 2. Identity and Background
This statement is being filed on behalf of Pequot Capital Management, Inc., a
Connecticut corporation (the "Reporting Person"). The principal business of
the Reporting Person, an investment adviser registered under the Investment
Advisers Act of 1940, is to act as investment adviser to certain managed
accounts. The executive officers of the Reporting Person are Messrs. Arthur
J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the
Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the
controlling shareholders are Messrs. Samberg and Benton (collectively, the
"Executive Officers, Directors and Controlling Persons"). The business address
of the Reporting Person and the Executive Officers, Directors and Controlling
Persons is 500 Nyala Farm Road, Westport, CT 06880.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws. Each of the Executive
Officers, Directors and the Controlling Persons are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, under Rule 13d-3 under the Securities Exchange Act of
1934, the Reporting Person is deemed to be the beneficial owner of 3,353,333
of the Company's Shares ("Shares") in the accounts for which the Reporting
Person exercises investment discretion (the "Accounts"). On January 18, 2000,
the Accounts purchased 3,333,333 of the Company's Shares in a private placement
for $19,999,998. An employee of the Reporting Person was elected to the
Company's Board of Directors on February 7, 2000.
The funds for the purchase of the Shares held by the Accounts were obtained
from the contributions of their various partners/shareholders. Such funds may
also include the proceeds of margin loans entered into in the ordinary course
of business with Morgan Stanley Dean Witter & Co.
Item 4. Purpose of Transaction
The holding of the Shares described herein is conducted in the ordinary course
of the Reporting Person's investment activities. The Reporting Person reserves
the right to purchase additional Shares or dispose of the Shares in the open
market or in privately negotiated transactions or in any other lawful manner in
the future. An employee of the Reporting Person was recently elected to the
Board of Directors of the Company, which necessitated this filing. The
Reporting Person reserves the right to take whatever further action with
respect to the Accounts' holdings in the Company as the Reporting Person deems
to be in the best interest of such Accounts.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Person beneficially owns in the aggregate
3,353,333 Shares. These Shares represent approximately 14.30% of the 23,448,183
Shares that the Reporting Person believes to be outstanding. The Reporting
Person has the sole power to vote, direct the vote, dispose and direct the
disposition of all of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Pursuant to the Stock Purchase Agreement dated January 18, 2000 and the Regist-
ration Rights Agreement of even date, the Company has agreed that it will
register under the Act so many of the shares sold pursuant to the Stock
Purchase Agreement as the holders of such shares may request, so as to enable
The purchasers to sell such shares in the public securities markets, by filing
a Registration Statement under the Act with the Commission upon the written
demand of a holder or holders whose shares in total represent in excess of
$500,000 (on an as if converted basis). The Company has also granted the
holders piggyback registration rights.
Item 7. Material to be Filed as Exhibits
None.
After a reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
February 15, 2000
Pequot Capital Management, Inc.
By:/s/ David J. Malat
David J. Malat, Chief Financial Officer
