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 9, 2005
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BriteSmile, Inc.
(Exact name of registrant as specified in its charter)
Utah 0-17594 87-0410364
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(State or other (Commission (I.R.S. Employer
jurisdiction of file number) Identification No.)
incorporation)
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
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 425 under the Exchange
Act (17 CFR 240.14.a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective January 9, 2005, BriteSmile, Inc. (the "Company") appointed Gregg
Coccari as the Company's Chief Executive Officer.
In connection with Mr. Coccari's employment, the Company agreed to issue
options to purchase up to 600,000 shares of BriteSmile common stock. The
exercise price of the options is $6.30, which was the market price of the common
stock on the date of grant. The Company also agreed to issue 240,000 shares of
restricted common stock to Mr. Coccari. The shares will vest over two years,
with 80,000 shares vesting upon grant, and 80,000 additional shares vesting on
each of the first and second anniversaries of the commencement of Mr. Coccari's
employment, provided that he continues his employment with BriteSmile. Vesting
of the options and the restricted common stock can accelerate under certain
circumstances. Mr. Coccari will have limited registration rights for the sales
of the restricted shares. LCO Investment Limited, the largest shareholder of the
Company, has agreed to tender for cancellation 240,000 shares of the Company's
common stock in amounts equal to those granted to Mr. Coccari. As a result, the
total number of shares of the Company's common stock outstanding will not be
affected by the grant of restricted stock to Mr. Coccari.
The term of the agreement for Mr. Coccari's employment is five years from
the start date, which was January 9, 2005. Under the agreement, the term is
automatically extended for successive one-year periods unless either party gives
notice at least ninety days before the expiration of the employment term. Under
the agreement, Mr. Coccari will perform his duties at the Company's corporate
headquarters in Walnut Creek, California.
Item 9.01 Financial Statements and Exhibits
Exhibit Description
99 Press Release relating to appointment of Gregg
Coccari as Chief Executive Officer of BriteSmile, Inc.
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.
Date: January 10, 2005
BriteSmile, Inc.
By: /s/ Kenneth A. Czaja
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Ken Czaja
Chief Financial Officer