<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
BriteSmile, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement If Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the For of Schedule and the date of its filing.
1) Amount Previously Paid:___________________________________________
2) Form, Schedule or Registration Statement No.______________________
3) Filing Party:_____________________________________________________
4) Date Filed:_______________________________________________________
================================================================================
<PAGE>
BRITESMILE, INC.
490 North Wiget Lane
Walnut Creek, California 94598
(925) 941-6260
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 31, 2000
To the Shareholders:
Notice is hereby given that a Special Meeting of the Shareholders of
BriteSmile, Inc. (the "Company") will be held at 490 North Wiget Lane, Walnut
Creek, California 94598 on Monday, January 31, 2000, at 9:00 a.m., local time,
and at any postponement or adjournment thereof, for the following purposes,
which are discussed in the following pages and which are made part of this
Notice:
1. To approve a proposal to amend and restate the Articles of Incorporation
of the Company in the form attached as Exhibit A; and
2. To consider and act upon any other matters that properly may come before
the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on January
4, 2000 as the record date for the determination of shareholders having the
right to notice of, and to vote at, the Special Meeting of Shareholders and
any adjournment thereof. A list of such shareholders will be available for
examination by a shareholder for any purpose related to the meeting during
ordinary business hours at the offices of the Company at 490 North Wiget Lane,
Walnut Creek, California 94598 during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed Proxy which is
solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying Proxy Statement and Proxy. Your vote is
important. Please sign and date the enclosed Proxy and return it promptly in
the enclosed return envelope, whether or not you expect to attend the meeting.
The giving of your proxy as requested will not affect your right to vote in
person if you decide to attend the meeting. The return envelope requires no
postage if mailed in the United States. If mailed elsewhere, foreign postage
must be affixed. Your proxy is revocable at any time before the meeting.
By Order of the Board of Directors,
Paul A. Boyer, Secretary
Walnut Creek, California
January 10, 2000
<PAGE>
BRITESMILE, INC.
490 North Wiget Lane
Walnut Creek, California 94598
(925) 941-6260
------------------
PROXY STATEMENT
------------------
SPECIAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited by the Board of Directors of BriteSmile,
Inc. (the "Company") for use in voting at the Special Meeting of Shareholders
to be held at 490 North Wiget Lane, Walnut Creek, California 94598 on January
31, 2000, at 9:00 a.m., local time, and at any postponement or adjournment
thereof, for the purposes set forth in the attached notice. When proxies are
properly dated, executed and returned, the shares they represent will be voted
at the Special Meeting in accordance with the instructions of the shareholder
completing the proxy. A shareholder giving a proxy has the power to revoke it
at any time prior to its exercise by voting in person at the Special Meeting,
by giving written notice to the Company's Secretary prior to the Special
Meeting, or by giving a later dated proxy.
The presence at the meeting, in person or by proxy, of shareholders holding
in the aggregate a majority of the outstanding shares of the Company's Common
Stock entitled to vote shall constitute a quorum for the transaction of
business. Action on a matter is approved if the votes properly cast favoring
the action exceed the votes cast opposing the action. Abstentions and broker
non-votes will count for purposes of establishing a quorum, but will not count
as votes cast for any other questions and accordingly will have no effect.
Votes cast by shareholders who attend and vote in person or by proxy at the
Special Meeting will be counted by inspectors to be appointed by the Company
(it is anticipated that the inspectors will be employees, attorneys or agents
of the Company).
LCO Investments Ltd., the Company's principal shareholder, currently owns or
controls approximately 63% of the Company's outstanding shares of Common Stock.
LCO has agreed with a prospective new investor that it will vote all of its
shares in favor of the proposal to amend and restate the Company's articles as
explained in this Proxy Statement. Accordingly, adoption of the new Amended and
Restated Articles is assured.
The close of business on January 4, 2000 has been fixed as the record date
for determining the shareholders entitled to notice of, and to vote at, the
Special Meeting. Each share will be entitled to one vote on all matters. As of
the record date there were 20,140,925 shares of the Company's Common Stock
outstanding and entitled to vote. For a description of the principal holders of
the Company's Common Stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT" below.
This Proxy Statement and the enclosed Proxy are being furnished to
shareholders on or about January 10, 2000.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of January 4, 2000 regarding
beneficial stock ownership of (i) all persons known to the Company to be
beneficial owners of more than 5% of the outstanding Common Stock, (ii) each
director of the Company, (iii) each person who served at any time during the
Company's last completed fiscal year as the Company's CEO, (iv) the Company's
four most highly compensated executive officers other than the CEO who were
serving as officers at March 31, 1999 (the end of the Company's last completed
fiscal year), and (v) all officers and directors of the Company as a group.
Each of the persons in the table below has sole voting power and sole
dispositive power as to all of the shares shown as beneficially owned by them
except as otherwise indicated.
<TABLE>
<CAPTION>
Name and Address Number of Shares Beneficially Owned Percent of Outstanding Shares(/17/)
---------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Executive Officers and
Directors
Anthony M. Pilaro....... 12,614,438(1) 62.6%
36 Fitzwilliam Place
Dublin 2, IRELAND
John L. Reed............ 1,005,409(2) 4.91%
490 North Wiget Lane
Walnut Creek, CA 94598
Linda S. Oubre.......... 107,696(3) *
490 North Wiget Lane
Walnut Creek, CA 94598
Andrew J. Hofmeister.... 97,397(4) *
490 North Wiget Lane
Walnut Creek, CA 94598
David W. Bruhin......... 92,831(5) *
490 North Wiget Lane
Walnut Creek, CA 94598
Paul Dawson............. 327,397(6) 1.62%
36 Fitzwilliam Place
Dublin 2, Ireland
Richard V. Trefz........ 152,831(7) *
490 North Wiget Lane
Walnut Creek, CA 94598
Michael F. Bonner....... 100,000(8) *
Airport Business Center
200 Diplomat Drive, Bay
204
Lester, PA 19113
R. Eric Montgomery...... 309,707(9) 1.52%
29 Fairview Road
P. O. Box 487
Monterey, MA 01245
Jennifer Scott.......... 40,423(10) *
121 Madison Ave.
Apt. 6-I
New York, N.Y. 10016
Bruce V. Wainright...... 69,177(11) *
1121 Silver Oaks Ct.
Raleigh, N.C. 27614
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and Address Number of Shares Beneficially Owned Percent of Outstanding Shares(/17/)
---------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Peter Schechter......... 20,000(12) *
1850 M Street, Suite
560
Washington, D.C. 20036
Bradford G. Peters...... 456,621(13) 2.27%
1633 Broadway, 33rd
Floor
New York, New York
10019
Harry Thompson.......... 100,000(14) *
169 East 78th Street
New York, New York
10021
All Officers and
Directors.............. 15,493,927(15) 72.4%
as a Group (14 persons)
LCO Investments
Limited................ 12,614,438(16) 62.6%
Canada Court
Upland Road
St. Peter Port
Guernsey
Channel Islands
</TABLE>
- --------
* Constitutes less than 1%.
(1) Represents 12,429,438 shares owned directly or beneficially by LCO
Investments Limited, and 185,000 shares held by entities over which CAP
Advisers Limited shares voting power. Mr. Pilaro is Chairman of CAP
Advisers Limited. CAP Advisers is the sole trustee of the ERSE Trust, of
which LCO Investments Limited is a wholly-owned subsidiary. Mr. Pilaro
disclaims beneficial ownership of Company shares owned by LCO.
(2) Includes 655,409 shares owned beneficially, and 350,000 shares which Mr.
Reed has the right to acquire upon the exercise of vested options at $2.50
per share.
(3) Includes 27,696 shares owned beneficially, and options to purchase 80,000
shares presently exercisable at $1.75 per share.
(4) Includes 37,397 shares owned beneficially, options to purchase 40,000
shares presently exercisable at $1.75 per share, options to purchase
10,000 shares presently exercisable at $2.75 per share, and options to
purchase 10,000 shares presently exercisable at $13.375 per share.
(5) Includes 22,831 shares owned beneficially, options to purchase 50,000
shares presently exercisable at $1.75 per share, options to purchase
10,000 shares presently exercisable at $1.00 per share, and options to
purchase 10,000 shares presently exercisable at $2.75 per share.
(6) Includes 227,397 shares owned beneficially, and 100,000 shares which Mr.
Dawson has the right to acquire upon the exercise of vested options at
$6.00 per share.
(7) Includes 47,831 shares owned beneficially, and options to purchase 105,000
shares presently exercisable at $1.75 per share.
(8) Includes 50,000 shares owned beneficially, and options to purchase 50,000
shares presently exercisable at $1.00 per share.
(9) Includes 34,707 shares owned beneficially of record by Mr. Montgomery,
options to purchase 175,000 shares presently exercisable at $1.75 per
share, and options to purchase 100,000 shares held by Oraceutical LLC
presently exercisable at $1.75 per share. Mr. Montgomery is a Manager of
Oraceutical LLC.
(10) Includes 20,423 shares owned beneficially, and options to purchase 20,000
shares presently exercisable at $1.0625 per share.
3
<PAGE>
(11) Includes 38,677 shares owned beneficially, options to purchase 20,000
shares presently exercisable at $2.50 per share, and options to purchase
10,500 shares presently exercisable at $6.375 per share.
(12) Represents options to purchase 20,000 shares presently exercisable at
$11.25 per share.
(13) Includes 456,621 shares owned by Andrew J. McKelvey over which Mr. Peters
has or shares investment control.
(14) Includes options to purchase 100,000 shares presently exercisable at $1.50
per share.
(15) Includes presently exercisable options to purchase 1,260,500 shares.
(16) Represents 12,429,438 shares owned directly or beneficially by LCO
Investments Limited, and 185,000 shares held by entities over which CAP
Advisers Limited shares voting power. LCO Investments Limited is a wholly-
owned subsidiary of the ERSE Trust. The sole trustee of the ERSE Trust is
CAP Advisers Limited. Mr. Pilaro, a director of the Company, is Chairman
of CAP Advisers Limited. Mr. Pilaro disclaims beneficial ownership of
Company shares owned by LCO.
(17) All percentages are calculated based upon a total number of shares
outstanding of 20,140,925 as of January 4, 2000, plus that number of
options exercisable within the next 60 days by the named security holder.
----------------
PROPOSAL 1-- ADOPT AMENDED AND RESTATED ARTICLES OF INCORPORATION
At the Special Meeting, the shareholders will consider and vote upon a
proposal to amend and restate in one document the Articles of Incorporation of
the Company, in the form of the Amended and Restated Articles of Incorporation
(the "New Articles") attached as Exhibit A and by this reference made a part
hereof.
Background
The Company was initially incorporated in Utah in 1984. In 1992, the Utah
legislature repealed the state's Business Corporation Act and adopted the
Revised Utah Business Corporation Act (the "Revised Act"). Adoption of the
Revised Act reflected an effort by the state legislature to modernize and
update Utah's laws regarding business corporations. Since the adoption of the
Revised Act, the Company has amended its Articles of Incorporation only once in
1998 for the sole purpose of changing the name of the Company to BriteSmile,
Inc. The Board of Directors believes the Company should adopt the following
amendments to its Articles of Incorporation to take advantage of certain
corporate law changes adopted in Utah's Revised Act, to simplify and clarify
the Company's corporate charter, to facilitate future financings of the Company
in general, and in particular, to satisfy a condition precedent to closing a
stock purchase agreement between the Company and prospective private investors.
Business Purpose and Powers
Article III of the current Articles of Incorporation of the Company (the
"Old Articles") provides that the business purpose of the Company is "the
research, development, manufacture and sale of lasers and all business
associated therewith," and that the Company "shall have all of the powers
granted or allowed by the Utah Business Corporation Act, as may be amended from
time to time, and all of the powers necessary or convenient to effect any or
all of the purposes for which this corporation is organized."
In keeping with the change of the Company's core business to teeth
whitening, the development and use of light-activated teeth whitening devices,
and to facilitate the Company's securing of future financing of this new area
of business, the Board of Directors has proposed that the Company amend Article
III of the Old Articles to provide that the business purpose of the Company
will include "any and all lawful acts, activities, and pursuits for which
corporations may presently or hereafter be organized under the Revised Act." In
particular, the closing of the sale of shares of the Company's Common Stock
pursuant to a stock purchase agreement with private investors is conditioned on
satisfaction of various conditions precedent, including the Company's calling
of a Special Meeting of Shareholders for the purpose of updating and expanding
the business purpose clause of the Old Articles as explained above.
4
<PAGE>
The broader "purpose" language of the proposed New Articles is used
routinely in the articles of incorporation of other companies. Although the
Company's Board is not aware of specific new lines of business opportunities
for the Company, the Board believes that the proposed expansion and updating of
the Company's business purpose clause will give the Company the flexibility to
take advantage of future business opportunities that may arise which complement
its current teeth whitening business.
The New Articles will also amend the "powers" clause of the Company's
Articles of Incorporation. Proposed Article II of the New Articles does not
reflect a substantive change from the Old Articles, but simplifies the Articles
to provide that the Company has "all powers allowed by law," including but not
limited to certain generic powers enumerated in the Revised Act. The Old
Articles attempts to list the powers of the Company. The Company desires to
avoid the enumeration of specific powers so that the listing of specific powers
is not misinterpreted to limit the meaning of the grant of general powers.
Duration
The New Articles delete Article II of the Old Articles, which provided that
the duration of Company is perpetual. Old Article II is unnecessary because
Utah law presumes that the duration of all corporations is perpetual.
Limitation of Liability of Directors
Article IV of the New Articles is not a substantive change from the Old
Articles. However, new Article IV conforms the language of the Company's
charter with current language of the Revised Act regarding limitations on the
personal liability of the Company's directors to its shareholders for breach of
duties to the Company. New Article IV provides that no director of the Company
will be personally liable to the Company or its shareholders for monetary
damages for any action taken or any failure to take any action as a director,
except as specifically provided. The limitation of liability thus provided does
not extend to: (a) the amount of a financial benefit received by a director to
which he is not entitled, (b) an intentional infliction of harm on the Company
or its shareholders, (c) violation of the provisions of the Revised Act
regarding unlawful corporate distributions to shareholders, and (d) intentional
violations of criminal law.
Pre-emptive Rights
The New Articles delete Article VI of the Old Articles, which provides that
the shareholders shall not have pre-emptive rights to acquire shares of Common
Stock of the Company. Article VI of the Old Articles is unnecessary because the
Revised Act now provides that shareholders do not have pre-emptive rights
unless the Company's articles provide otherwise.
Power of Directors to Mortgage or Pledge Property
The New Articles delete Article VII of the Old Articles, which provides that
directors have the right to mortgage or pledge property or assets of the
Company. This Article is unnecessary because the Revised Act Utah law provides
this power to directors, unless specifically restricted in the articles.
Common Directors
The New Articles delete Article VIII of the Old Articles, which provided a
safe harbor for directors that may have a conflict of interest with respect to
actions taken by the Company. Article VIII of the Old Articles is unnecessary
because director conflict of interest transactions are governed by the specific
provisions of Sections 16-10a-850 through 853 of the Revised Act, which cannot
be restricted or limited by conflicting provisions in the Company's Articles.
5
<PAGE>
Action by Shareholder Consent
Section V of the New Articles provides that, consistent with the statutory
provisions of Section 16-10a-704 of the Revised Act, any action which may be
taken at any annual or special meeting of shareholders may be taken without a
meeting, and without prior written notice, if written consent to the action is
obtained from holders of the Company's outstanding shares of Common Stock
having not less than the minimum votes necessary to authorize the action.
This proposed amendment is designed to enable the Company to take
shareholder action without incurring the expense and delays commonly associated
with holding special meetings of shareholders for the approval of Company
actions requiring shareholder approval. At present, the practical effect and
potential savings in time and expense of Section V of the New Articles is
limited. Current rules of the American Stock Exchange require that a company
listed on the Exchange hold a meeting of its stockholders and solicit proxies
(pursuant to a proxy statement conforming to the proxy rules of the Securities
and Exchange Commission), unless the Exchange expressly permits the
solicitation of written consents from all stockholders of record in lieu of
holding a special meeting. AMEX rules also provide that written consents of
shareholders may not be used at any time in connection with the election of
directors or for other major corporate action.
The Company intends to maintain its listing on AMEX, or on some other
national exchange or recognized national securities market. Accordingly, the
practical benefit to the Company of soliciting shareholder consents rather than
calling special meetings of shareholders would be the saving of costs
associated with holding a meeting, such as the reservation and rental of the
meeting facility, travel costs for shareholders, and the formalities of
conducting a meeting such as presentations by officers and vote tabulation at
the meeting by inspectors of election.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL
TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY.
----------------
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present, and has not been informed that any other
person intends to present, a matter for action at the Special Meeting other
than as set forth herein and in the Notice of Special Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone. The Company will
also request brokerage houses, nominees, custodians and fiduciaries to forward
soliciting materials to the beneficial owners of Common Stock held of record
and will reimburse such persons for forwarding such material. The cost of this
proxy solicitation will be borne by the Company.
By Order of the Board of Directors
Paul A. Boyer, Secretary
Walnut Creek, California
January 10, 2000
6
<PAGE>
APPENDICES
1. FORM OF PROXY
2. FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
7
<PAGE>
EXHIBIT A
ARTICLES ADOPTING
AMENDED AND RESTATED ARTICLES OF INCORPORATION
BRITESMILE, INC.
Pursuant to Section 16-10a-1007 of the Utah Revised Business Corporation
Act, as amended (the "Act"), BriteSmile, Inc., a Utah corporation (the
"Corporation"), adopts the following Articles of Amendment and Restatement of
its Articles of Incorporation, which amendment constitutes an amendment and
restatement of the Articles of Incorporation of the Corporation.
FIRST: The name of the Corporation is BriteSmile, Inc.
SECOND: The Corporation's Articles of Incorporation are hereby amended and
restated to read in their entirety as follows:
ARTICLE I--NAME
The name of this corporation is BriteSmile, Inc.
ARTICLE II--PURPOSES AND POWERS
The Corporation is organized to engage in any and all lawful acts,
activities, and/or pursuits for which corporations may presently or hereafter
be organized under the Utah Revised Business Corporation Act.
The Corporation shall have all powers allowed by law, including without
limitation those powers described in Section 16-10a-302 of the Utah Revised
Business Corporation Act, as amended and supplemented. The purposes stated
herein shall be construed as powers as well as purposes and the enumeration of
a specific purpose or power shall not be construed to limit or restrict the
meaning of general terms or the general powers; nor shall the expression of one
thing be deemed to exclude another not expressed, although it be of like
nature.
ARTICLE III--CAPITAL STOCK
The aggregate number of shares of Common Stock which this corporation shall
have authority to issue is Fifty Million (50,000,000) shares, $0.001 par value
per share. All voting rights of the Corporation shall be exercised by the
holders of the Common Stock and the holders of the Common Stock of the
Corporation shall be entitled to receive the net assets of the Corporation upon
dissolution. All shares of the Common Stock shall be fully paid and
nonassessable.
ARTICLE IV--LIMITATION OF LIABILITY
Within the meaning of and in accordance with Section 16-10a-841 of the Utah
Revised Business Corporation Act:
(1) No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for any action taken
or any failure to take any action as a director, except as provided in this
Article IV.
(2) The limitation of liability contemplated in this Article IV shall
not extend to (a) the amount of a financial benefit received by a director
to which he is not entitled, (b) an intentional infliction of harm on
<PAGE>
the Corporation or its shareholders, (c) a violation of Section 16-10a-842
of the Utah Revised Business Corporation Act, or (d) an intentional
violation of criminal law.
(3) Any repeal or modification of this Article IV by the shareholders of
the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.
(4) Without limitation, this Article IV shall be applied and
interpreted, and shall be deemed to incorporate, any provision of the Utah
Revised Business Corporation Act, as the same exists or may hereafter be
amended, any provision of any act that may replace or supplement the Utah
Revised Business Corporation Act, as well as any applicable interpretation
of Utah law, so that personal liability of directors and officers of the
Corporation to the Corporation or its shareholders, or to any third person,
shall be eliminated or limited to the fullest extent as from time to time
permitted by Utah law.
ARTICLE V--ACTION BY SHAREHOLDER CONSENT
Within the meaning of and in accordance with Sections 16-10a-704 and 1704(4)
of the Utah Revised Business Corporation Act, and subject to the qualifications
and limitations thereof, and of any applicable rules of any exchange or market
on which the Company's shares may be traded:
Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if one or
more consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote thereon were present and voted.
THIRD: These Amended and Restated Articles of Incorporation were recommended
to the shareholders by the Board of Directors pursuant to a resolution of the
Board of Directors dated December 22, 1999, and adopted by the holders of a
majority of the Company's issued and outstanding shares of Common Stock at a
Special Meeting of Shareholders of the Company held on , 2000.
FOURTH: The number of shares of Common Stock of the Corporation outstanding
and entitled to vote thereon at the time of such adoption was ,
with shares being represented at the meeting. The number of votes cast
in favor of adoption of the Articles was . The number of votes
cast against adoption of the Articles was .
DATED effective this day of January, 2000.
BRITESMILE, INC.
By: _________________________________
Paul A. Boyer, CFO and Secretary
2
<PAGE>
BRITESMILE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John L. Reed and Paul A. Boyer and each of
them as Proxies, with full power of substitution, and hereby authorizes them to
represent and vote, as designated below, all shares of Common Stock of the
Company held of record by the undersigned on January 4, 2000 at the Special
Meeting of Shareholders to be held at 490 North Wiget Lane, Walnut Creek,
California 94598, on Monday, January 31, 2000, at 9:00 a.m., local time, or at
any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
(Continued on reverse side)
<PAGE>
1. To adopt and approve the 2. In their discretion, the Proxies are
amendments to the Company's authorized to vote upon such other
Articles of Incorporation in the business as may properly come before
form of the Amended and Restated the Special Meeting.
Articles of Incorporation
attached as Exhibit A to the
Company's Proxy Statement dated
January 10, 2000.
DATED: ___________________________, 2000
________________________________________
[_] FOR [_] AGAINST [_] ABSTAIN Signature
________________________________________
Signature of joint holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE
ISSUED. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING
AS ATTORNEY, AS EXECUTOR, ADMINISTRA-
TOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED OFFICER.
IF A PARTNERSHIP, PLEASE SIGN IN PART-
NERSHIP NAME BY AUTHORIZED PERSON.
PLEASE DATE, SIGN AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
