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): November 20, 2003
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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, California 94598
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 941-6260
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(Former name or former
address, if changed since last report)
Item 5. Other Events
On November 20, 2003, the Registrant borrowed $2,000,000 from its
largest shareholder, LCO Investments Limited ("LCO"). A copy of the Promissory
Note signed by Registrant is attached as Exhibit 10(a). Pursuant to the Note,
Registrant is obligated to repay principal on demand. The loan is immediately
due in connection with the closing of any equity financing transaction by
Registrant. Registrant will pay interest at the rate of the London Interbank
Offered Rate ("Libor") LIBOR plus 250 basis points until March 31, 2004. After
March 31, 2004, the interest rate will be the greater of: (i) LIBOR plus 250
basis points, or (ii) the lesser of (a) five percent (5%) per annum or (ii) 250
basis points above LIBOR, plus an additional 25 basis points for every quarter
the loan remains outstanding after March 31, 2004.
On November 20, 2003, Registrant entered into a CAP Line Conversion
Agreement with LCO (the "CAP Conversion Agreement," attached as Exhibit 10(b)
hereto). Pursuant to the CAP Conversion Agreement, the Company issued 204,725
shares of restricted Common Stock to LCO in satisfaction of the outstanding loan
balance of $6,500,000 under that certain Credit and Security Agreement (the "CAP
Credit Agreement"), originally dated December 13, 2001, as amended and
supplemented through January 9, 2003, between CAP Advisers Limited ("CAP") and
BriteSmile International Limited ("BriteSmile International"), a wholly-owned
subsidiary of Registrant. CAP had assigned all of its rights and obligations
under the CAP Credit Agreement to LCO. The conversion price for the shares was
$31.75 per share, which exceeded the market value of the shares as quoted on
Nasdaq on the closing date of the CAP Conversion Agreement. Upon issuance of the
shares to LCO, all obligations of Registrant and BriteSmile International under
the CAP Credit Agreement were discharged and paid in full, and the CAP Credit
Agreement was terminated.
LCO is a wholly owned subsidiary of the ERSE Trust. The sole trustee of
the ERSE Trust is CAP. Mr. Pilaro, a director of the Registrant, is Chairman of
CAP.
On November 20, 2003, Registrant entered into a Receivable Conversion
Agreement (the "EVL Conversion Agreement," attached as Exhibit 10(c) hereto)
with Excimer Vision Leasing L.P., a Delaware limited partnership ("EVL").
Pursuant to the EVL Conversion Agreement, Registrant issued 127,268 shares of
restricted Common Stock to EVL in satisfaction of the obligation of Registrant
to pay "Variable Rent" for the year 2002, and for the period from January 1,
2003 through October 31, 2003, under the terms of that certain Amended and
Restated Agreement (the "EVL Lease Agreement") originally dated February 28,
2001, as amended, between EVL and Registrant. The amount of accrued Variable
Rent that was discharged and paid in full by Registrant's issuance of the shares
was $4,040,750. The conversion price for the shares was $31.75 per share, which
exceeded the market value of the shares as quoted on Nasdaq on the closing date
of the EVL Conversion Agreement.
EVL is a partnership engaged in the business of leasing Excimer laser
systems. An affiliate of LCO, the Registrant's largest
shareholder, owns 70% of EVL. Anthony Pilaro, the Registrant's Chairman, serves
as Chairman of EVL.
All shares of restricted common stock issued to LCO under the CAP
Conversion Agreement and the EVL Conversion Agreement are subject to certain
limited piggyback registration rights.
Item 7. Exhibits.
Exhibit No. Description
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(10)(a) Promissory Note dated November 20, 2003, between the Registrant and LCO.
(10)(b) CAP Line Conversion Agreement dated November 20, 2003 between the
Registrant and LCO.
(10)(c) Receivable Conversion Agreement dated November 20, 2003 between the
Registrant and EVL.
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 thereunto duly authorized.
BriteSmile, Inc.
By: /s/ John Dong
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John Dong
Chief Financial Officer
Date: November 26, 2003
EXHIBIT INDEX
Exhibit No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
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(10)(a) Promissory Note dated November 20, 2003, between the
Registrant and LCO.
(10)(b) CAP Line Conversion Agreement dated November 20, 2003 between
the Registrant and LCO.
(10)(c) Receivable Conversion Agreement dated November 20, 2003
between the Registrant and EVL.