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): January 2, 2004
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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
Private Placement
On January 2, 2004, the Company completed a private offering (the "Offering") of
its common stock, par value $0.001 per share ("Common Stock"). The Offering
involved selling a total of 369,577 restricted shares (the "Shares") to eight
accredited investors and their affiliated funds (the "Investors"). None of the
Investors was affiliated with the Company before the completion of the Offering.
The Company sold the Shares for $23 per share, yielding gross proceeds of
approximately $8.5 million. Proceeds from the Offering will be used to retire
the $2 million bridge loan from LCO Investments Limited reported in the
Company's Current Report on Form 8-K filed on November 28, 2003 and for working
capital purposes. The Company agreed to file a registration statement covering
the shares purchased in the Offering. Adams, Harkness & Hill, Inc. acted as
placement agent for the Offering.
5-For-2 Stock Split
On January 2, 2004, the Company announced a 5-for-2 stock split of its Common
Stock with each shareholder of record on January 16, 2004 (the "Record Date")
being entitled to receive 5 shares of Common Stock of the Company for each 2
shares of Common Stock held as of the Record Date.
Item 7. Exhibits.
Exhibit No. Description
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(99) Press Release dated January 2, 2004 (filed herewith).
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: January 5, 2004
EXHIBIT INDEX
Exhibit No.
Under Reg. Sequential
S-K, Item 601 Description Page Number
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(99) Press Release dated January 2, 2004 (filed herewith)