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): December 16, 2004
-------------------
BriteSmile, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
0-17594 87-0410364
--------------------------- --------------------------------------
(Commission file number) (I.R.S. Employer Identification No.)
490 North Wiget Lane
Walnut Creek, CA 94598
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 941-6260
Not Applicable
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On December 16, 2004, BriteSmile, Inc. (the "Company") entered into
definitive agreements with seven investors (the "Investors") for the private
placement (the "Note Offering") of $12 million in principal amount of Senior
Convertible Notes (the "Notes").
The Investors have the option within 180 days to purchase up to an
additional $4 million in Notes on the same terms. The Investors include
qualified institutional buyers and LCO Investments Limited, the Company's
largest shareholder. The proceeds from the sale of the Notes will be used to
fund the continuation of the Company's spa roll-out strategy, expansion of the
International Associated Center footprint, the establishment of International
spas, and for working capital purposes.
The Notes accrue interest at 5% per annum, or 6 month LIBOR plus 300
basis points, whichever is greater (capped at 8%), payable in cash or registered
Common Stock. The Notes are convertible into shares of the Company's Common
Stock at a per share conversion price of $7.61, which is 115% of the
volume-weighted average price of the Common Stock during the ten day period
immediately prior to signing of the transaction documents. The Notes will be
repaid in monthly installments over 36 months beginning in June 2006 in cash or
registered stock. The Company also issued to the investors five year warrants to
purchase up to 544,253 shares of Common Stock at an exercise price of $7.61 per
share.
Merriman Curhan Ford & Co., acted as the sole placement agent in the Note
Offering.
Pursuant to a Registration Rights Agreement between the Investors and
the Company, the Company agreed to register with the Securities and Exchange
Commission, within 120 days from the closing date, the shares of Common Stock
into which the Notes are convertible and underlying the Warrants for offer and
sale under the Securities Act of 1933, as amended.
The terms of the Private Placement are set forth in full in the forms
of Securities Purchase Agreement, Convertible Subordinated Note, Warrant to
Purchase Common Stock, and Additional Investment Right filed as exhibits to this
Report.
Item 9.01. Exhibits.
Exhibit No. Description
___________ ____________
(10) Form of Securities Purchase Agreement dated as of
December 16, 2004, between the Company and the
Investors, together with exhibits including form of
Senior Convertible Note dated December 16, 2004, due
December 16, 2009; form of Warrant to Purchase Common
Stock of the Company dated December 16, 2004; and
form of Additional Investment Right between the
Company and the Investors (filed herewith).
(99) Press release dated December 17, 2004, issued by the
Registrant (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BriteSmile, Inc.
By: /s/ Kenneth A. Czaja
------------------------------------
Kenneth A. Czaja
Chief Financial Officer
Date: December 20, 2004
EXHIBIT INDEX
Exhibit No.
Under Reg.
S-K, Item 601 Description
_____________ ____________
(10) Form of Securities Purchase Agreement dated as of
December 16, 2004, between the Company and the
Investors, together with exhibits including form of
Senior Convertible Note dated December 16, 2004, due
December 16, 2009; form of Warrant to Purchase Common
Stock of the Company dated December 16, 2004; and
form of Additional Investment Right between the
Company and the Investors (filed herewith).
(99) Press release dated December 17, 2004, issued by the
Registrant.