<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 10 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 29, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Page 1 of 9
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SCHEDULE 13D
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) /X/
group (see instructions)....................
(b) / /
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
OO
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... / /
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... 15,077,497 (which includes 1,250,000 shares subject to
acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 15,077,497 (which includes 1,250,000 shares subject to
acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 15,077,497 (which includes 1,250,000 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. / /
Page 2 of 9
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(13) Percent of class represented by amount in Row
(11)........................................ 57.75%
(14) Type of reporting person (see instructions). CO
</TABLE>
Page 3 of 9
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SCHEDULE 13D
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) /X/
group (see instructions)....................
(b) / /
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... / /
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 15,077,497 (which includes 1,250,000 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. / /
(13) Percent of class represented by amount in
Row (11).................................... 57.75%
(14) Type of reporting person (see instructions). OO(Trust)
</TABLE>
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 4 of 9
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SCHEDULE 13D
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) /X/
group (see instructions)....................
(b) / /
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... / /
(6) Citizenship or place of organization........ UNITED KINGDOM
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... 285,000
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... 285,000
(11) Aggregate amount beneficially owned by each 15,362,497 (which includes 1,250,000 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. / /
(13) Percent of class represented by amount in
Row (11).................................... 58.84%
(14) Type of reporting person (see instructions). CO
</TABLE>
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
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SCHEDULE 13D
<TABLE>
<CAPTION>
<S> <C> <C>
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... ANTHONY M. PILARO
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) /X/
group (see instructions)....................
(b) / /
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... / /
(6) Citizenship or place of organization........ IRELAND
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 15,077,497 (which includes 1,250,000 shares subject to
reporting person............................ acquisition within 60 days on conversion of certain Notes
and exercise of certain Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. / /
(13) Percent of class represented by amount in
Row (11).................................... 57.75%
(14) Type of reporting person (see instructions). IN
</TABLE>
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 6 of 9
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BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 10
NOTE: This Amendment No. 10 amends a Statement on Schedule 13D filed on April
11, 1996 by LCO Investments Limited and others, as amended by an Amendment No. 1
filed on December 6, 1996, by an Amendment No. 2 filed on May 23, 1997, by an
Amendment No. 3 filed on September 24, 1997, by an Amendment No. 4 filed on
December 1, 1997, by an Amendment No. 5, filed on May 11, 1998, by an Amendment
No. 6 filed on December 15, 1998 and by an Amendment No. 7 filed on July 2,
1999, by an Amendment No. 8 filed on November 8, 1999 and by an Amendment No. 9
filed on July 13, 2000. This Amendment No. 10 is filed on behalf of LCO
Investments Limited ("LCO INVESTMENTS"), The ERSE Trust, CAP Advisers Limited
and Anthony M. Pilaro.
This Amendment No. 10 is being filed (a) to reflect the acquisition by
LCO Investments of (i) $5,000,000 principal amount of 7.52% Convertible Notes of
BriteSmile, Inc. which are convertible into 1,000,000 shares of Common Stock and
(ii) of warrants to acquire 250,000 shares of Common Stock, (b) to reflect the
conversion by LCO Investments of 5% Convertible Subordinated Notes of
BriteSmile, Inc. into 920,159 shares of Common Stock and (c) to reflect certain
other purchases aggregating 480,600. There has been no change in the information
set forth in response to Items 1, 2, 4, 5 (except for 5(c)) and 6 of Schedule
13D. Accordingly, those Items are omitted from this Amendment No. 10.
The inclusion of The ERSE Trust, CAP Advisers Limited and Anthony M.
Pilaro shall not be construed as an admission that such parties are, for the
purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial
owners of any securities covered by this Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is amended to add the following:
LCO Investments used its own funds to acquire from BriteSmile,
Inc. the $5,000,000 7.52% Convertible Notes and related Warrants described in
Item 5 and to acquire the shares of Common Stock described in Item 5 as having
been acquired by it. The shares of Common Stock described in Item 5 as having
been acquired by LCO Investment's subsidiary were acquired by the subsidiary
using its own funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5(c) is amended to add the following paragraphs:
On various dates in November and December 2000, LCO
Investments or a subsidiary of LCO Investments purchased the following shares of
Common Stock on the NASDAQ National Market for the following average prices:
Page 7 of 9
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<TABLE>
<CAPTION>
------------------------- --------------------------- ---------------------------
DATE OF PURCHASE NO. OF SHARES PER SHARE PRICE
------------------------- --------------------------- ---------------------------
<S> <C> <C>
November 28, 2000 78,600 4.070
November 30, 2000 72,000 4.220
December 27, 2000 69,000 2.940
December 28, 2000 50,000 3.000
December 29, 2000 211,000 2.975
------------------------- --------------------------- ---------------------------
</TABLE>
On December 5, 2000, LCO Investments purchased from
BriteSmile, Inc. a $5,000,000 7.52% Convertible Promissory Note which is
convertible into 1,000,000 shares of Common Stock and Warrants to acquire
250,000 shares of Common Stock. The aggregate purchase price of the Note and
Warrants was $5,000,000.
On December 7, 2000 LCO Investments converted certain 5%
Convertible Subordinated Promissory Notes held by it and received 920,159 shares
of Common Stock as a result of the conversion.
As a result of these acquisitions, LCO Investments
beneficially owns 15,077,497 shares of Common Stock (which includes 1,250,000
shares that are subject to acquisition on conversion and exercise of the Notes
and Warrants acquired on December 5, 2000 and 1,330,000 shares which are owned
by a subsidiary of LCO Investments.) These shares represent 57.75% of the
outstanding stock of BriteSmile, Inc. (treating as outstanding the said
1,250,000 shares that are subject to acquisition by LCO Investments). Neither
ERSE Trust, CAP Advisers Limited or Anthony M. Pilaro own any shares of Common
Stock. However, CAP Advisers Limited, in its capacity as trustee of four
separate trusts, shares power to vote and dispose of 285,000 shares of Common
Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT E which was previously filed, is the Power of Attorney
and Authorizing Agreement appointing Craigh Leonard as
Attorney-in-Fact and authorizing him to sign the Schedule 13D
and all amendments thereto.
EXHIBIT Y which was previously filed is the Joint Filing
Agreement among LCO Investments Limited, the ERSE Trust, CAP
Advisers Limited and Anthony M. Pilaro, dated June 30, 1999.
Page 8 of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: January 11, 2001
LCO INVESTMENTS LIMITED
By/s/Craigh Leonard
---------------------------------
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By/s/Craigh Leonard
---------------------------------
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By/s/Craigh Leonard
----------------------------------
Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
----------------------------------------
Anthony M. Pilaro, by Craigh Leonard,
Attorney-in-Fact
Page 9 of 9
