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): March 24, 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)
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Item 5. Other Events
Appointment of New Directors
In connection with a Special Meeting of the Board of Directors held
on March 24, 2000, the Board of Directors of the Company accepted the
resignations of Dr. Bruce Wainright and Mr. Richard Trefz as Directors of
the Company. Effective March 24, 2000, the Board of Directors appointed
Messrs. Jerry Poch and Dr. Gasper Lazzara, Jr. as new members of the Board
of Directors of the Company to fill the vacancies created by the
resignations of Messrs. Wainright and Trefz.
Mr. Poch and Dr. Lazzara were appointed Directors of the Company to
serve until the next Annual Meeting of Shareholders of the Company, and
until their successors are duly appointed and qualified.
Mr. Poch is currently serving as Managing Director of Pequot Capital
Management, Inc. He joined the Pequot family of funds as a Principal in
1998. Mr. Poch was the former Chairman, President and CEO of GE Capital
Information Technology Solutions ("ITS"), and before ITS, founder, Co-
Chairman and Co-President of AmeriData Technologies, Inc. (NYSE:ADA) until
its acquisition by GE Capital in 1996. From 1979 until 1983 he was Senior
Vice President of TIE/Communications, Inc. and President of Technicom,
Inc., two public telecommunications companies. Mr. Poch graduated Cum
Laude from Boston University School of Law where he was Managing Editor of
the Law Review. He is admitted to practice law in the District of
Columbia, New York, and Massachusetts.
Dr. Gasper Lazzara, Jr. has served as Chairman of the Board and a
director of the Orthodontic Centers of America, Inc. ("Orthodontic Centers")
since its inception in July 1994. Orthodontic Centers is the leading provider of
practice management services to orthodontic practices in the United States. He
has served as Co-Chief Executive Officer of Orthodontic Centers since September
1998, and he served as Chief Executive Officer of Orthodontic Centers from July
1994 to September 1998. Dr. Lazzara also served as President of Orthodontic
Centers from July 1994 to June 1997. From 1989 to 1994, Dr. Lazzara served as
President or Managing Partner of certain predecessor entities of Orthodontic
Centers. He is a licensed orthodontist and, prior to founding Orthodontic
Centers, maintained a private orthodontic practice for over 25 years. He is a
member of the American Association of Orthodontists and is a Diplomat of the
American Board of Orthodontists.
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Item 7. Exhibits.
Exhibit No. Description
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(99) Press release dated April 5, 2000 issued by the Registrant.
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 hereunto duly authorized.
BriteSmile, Inc.
By: /s/ Paul A. Boyer
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Paul A. Boyer
Chief Financial Officer
Date: April 5, 2000
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EXHIBIT INDEX
Exhibit No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
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(99) Press release dated April 5,
2000 issued by the Registrant.
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FOR IMMEDIATE RELEASE: Contact: Kelly Sullivan/Heather Fass
April 5, 2000 202-289-5900
BriteSmile Appoints Dr. Gasper Lazzara, Jr. to Board of Directors
OCA Chief Brings Unique Industry Expertise to Company
Walnut Creek, CA - BriteSmile Inc. (AMEX: BWT) today announced the appointment
of corporate leader and dentalindustry veteran Dr. Gasper Lazzara, Jr. to its
Board of Directors.
Dr. Lazzara is the Chairman of the Board of Directors and Co-Chief
Executive Officer of Orthodontic Centers of America, Inc. (NYSE: OCA), the
leading provider of practice management services to orthodontic practices. Dr.
Lazzara served as President of the company from its inception until June 1997.
Prior to the founding of the company, Dr. Lazarra maintained a private
orthodontic practice for approximately 30 years. He is a member of the American
Association of Orthodontists and is Diplomat of the American Board of
Orthodontists.
"The appointment of Gasper to the BriteSmile Board of Directors only expands the
successful partnership that has been forged between BriteSmile and OCA. In
addition to bringing years of industry experience to BriteSmile, Gasper's strong
corporate vision will be an important addition to the Board as we continue our
expansion," said John L. Reed, BriteSmile's Chief Executive Officer.
Earlier this year, BriteSmile, Inc. and Orthodontic Centers of America, Inc.
announced that they were accelerating plans to offer the BriteSmile teeth
whitening procedure through OCA centers following the success of the
OCA-BriteSmile pilot program in Tucson, Arizona. In this expanded venture, it is
expected that the BriteSmile teeth whitening process will be available at more
than 100 OCA orthodontist locations.
Dr. Lazzara replaces Dr. Bruce Wainwright, who has resigned from the Board of
Directors.
"Bruce has been an important asset to the Board. The entire Board and Senior
Management team appreciate his service and the guidance he lent the company
during a period of great change and growth," said Reed.
BriteSmile, Inc. has developed and manufactures the most advanced
teeth-whitening technology in the United States, as well as manages
state-of-the-art BriteSmile Professional Teeth Whitening Centers. BriteSmile
Centers are currently operating in Beverly Hills, Irvine, Pasadena, Palo Alto,
Walnut Creek and La Jolla, CA; Honolulu, HI; Houston, TX; Boston, MA; Coral
Gables, Ft. Lauderdale and Boca Raton, FL and Atlanta, GA. In addition to
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BriteSmile Centers, there are also more than 300 BriteSmile Teeth Whitening
Systems located within existing dentist offices in cities including: Tucson, AZ;
San Francisco, CA; Louisville, KY; Canton, MA; Raleigh, NC; Huntington, NY;
Toronto, ON;, and the Los Angeles, San Diego, San Francisco and Honolulu
metropolitan areas. For more information about BriteSmile's procedure, call
1-800-BRITESMILE or visit the Company's Website at www.britesmile.com.
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Cautionary Statement
This release, other than historical information, consists of
forward-looking statements that involve risks and uncertainties such as the
acceptance of products in the marketplace and development of new strategic and
marketing relationships in the United States and internationally. Readers are
referred to the documents filed by BriteSmile with the Securities and Exchange
Commission, specifically the Company's most recent reports on Forms 10-KSB and
10-QSB, that identify important risk factors which could cause actual results to
differ from those contained in the forward-looking statements. BriteSmile and
its affiliates disclaim any intent or obligation to update these forward-looking
statements.
