SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BriteSmile, Inc.
(Exact name of registrant as specified in its charter)
Utah 87-0410364
--------------------------- ----------
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
490 North Wiget Lane
Walnut Creek, CA 94598
(925) 941-6260
(Address, including zip code, and
telephone number, including area code,
of registrant's principal
executive offices)
Revised 1997 Stock Option and Incentive Plan
and
Consultant Warrants
(Full title of the plan)
Peter P. Hausback
Chief Financial Officer
BriteSmile, Inc.
490 North Wiget Lane
Walnut Creek, CA 94598
(925) 941-6260
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Jeffrey M. Jones, Esq.
Wayne D. Swan, Esq.
Durham Jones & Pinegar, P.C.
Broadway Centre, Suite 900
111 East Broadway
Salt Lake City, Utah 84111
(801) 415-3000
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed maximum
class of maximum aggregate offering Amount of
securities to be Number to be offering price price (3) registration fee(4)
registered registered(1) per unit
-------------------- ------------------ ----------------- --------------------- --------------------
Common Shares, par 85,000 shares $ 13.125 $ 1,115,625
value $.001 per 2,000 shares $ 12.375 $ 24,750
share, subject to 100,000 shares $ 12.063 $ 1,206,300
stock options 2,000 shares $ 12.00 $ 24,000
granted to 20,000 shares $ 11.25 $ 225,000
employees and 4,000 shares $ 10.80 $ 43,200
directors 32,000 shares $ 10.25 $ 328,000
3,000 shares $ 10.00 $ 30,000
50,000 shares $ 9.76 $ 488,000
100,000 shares $ 9.68 $ 968,000
2,000 shares $ 9.65 $ 19,300
50,000 shares $ 9.50 $ 475,000
40,000 shares $ 9.375 $ 375,000
295,000 shares $ 9.25 $ 2,728,750
2,000 shares $ 9.02 $ 18,040
2,000 shares $ 9.00 $ 18,000
2,000 shares $ 8.875 $ 17,750
2,000 shares $ 8.62 $ 17,240
22,000 shares $ 8.50 $ 187,000
2,000 shares $ 8.375 $ 16,750
100,000 shares $ 8.23 $ 823,000
10,000 shares $ 8.20 $ 82,000
22,000 shares $ 8.063 $ 177,386
85,000 shares $ 8.00 $ 680,000
5,000 shares $ 7.50 $ 37,500
30,000 shares $ 7.48 $ 224,400
75,000 shares $ 7.188 $ 539,100
30,000 shares $ 7.125 $ 213,750
22,000 shares $ 6.75 $ 148,500
35,000 shares $ 6.25 $ 218,750
115,000 shares $ 6.031 $ 693,565
309,000 shares $ 5.875 $ 1,815,375
75,000 shares $ 5.55 $ 416,250
2,000 shares $ 5.063 $ 10,126
20,000 shares $ 5.00 $ 100,000
53,192 shares $ 4.938 $ 262,662
6,000 shares $ 4.813 $ 28,878
4,000 shares $ 4.75 $ 19,000
228,000 shares $ 4.70 $ 1,306,600
197,000 shares $ 4.44 $ 874,680
2,000 shares $ 4.42 $ 8,840
141,500 shares $ 4.375 $ 619,062
7,500 shares $ 4.13 $ 30,975
2
Title of each Proposed Proposed maximum
class of maximum aggregate offering Amount of
securities to be Number to be offering price price (3) registration
registered registered(1) per unit fee(4)
-------------------- ------------------ ----------------- -------------------- ------------------
150,000 shares $ 3.50 $ 525,000
Common Shares, par 70,000 shares $ 11.25 $ 787,500
value $.001 per 24,000 shares $ 10.00 $ 240,000
share, subject to 100,000 shares $ 4.688 $ 468,800
stock options or 50,000 shares $ 1.50 $ 75,000
warrants granted 150,000 shares $ 1.41 (2) $ 211,500
or to be granted 100,000 shares $ 5.55 555,000
to consultants
pursuant to
written
compensation
agreements
Common Shares, par 458,808 shares $ 1.41(2) $ 646,919
value $.001 per
share, subject to
stock awards,
stock options or
warrants to be
granted to
officers,
directors or
consultants
pursuant to the
Company's Revised
1997 Stock Option
Plan
3
Title of each Proposed Proposed maximum
class of maximum aggregate offering Amount of
securities to be Number to be offering price price (3) registration
registered registered(1) per unit fee(4)
-------------------- ------------------ ----------------- --------------------- ------------------
3,494,000 Total $21,165,823 $1,947.26
--------------------------------------------------------------------------------
(1) This Registration Statement Amendment also covers an indeterminate number of
Common Shares that may be issuable by reason of stock splits, stock dividends,
or similar transactions in accordance with Rule 416 under the Securities Act of
1933, as amended.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the
average of the high and low prices of the Common Shares as reported on NASDAQ on
August 21, 2002 (within 5 business days prior to the date of filing the
registration statement amendment)
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price
at which the options may be exercised.
(4) $92.00 per $1,000,000 of aggregate offering price, pursuant to Section 6(b)
of the Securities Act of 1933.
4
EXPLANATORY NOTE
-------------------------------
BriteSmile, Inc., a Utah corporation (the "Company") hereby
amends its Registration Statement on Form S-8, filed on July 2, 1999 (the
"Initial Registration"), by filing this Post-Effective Amendment No. 1 on Form
S-8 relating up to 3,000,000 additional shares of Common Stock, par value $.001
per share, to be issued under the BriteSmile, Inc. Revised 1997 Stock Option and
Incentive Plan (the "Plan"), and an additional 494,000 shares of Common Stock,
par value $.001 per shares, to be issued under various separate consulting
agreements. This amendment is being filed by the Company due to amendments to
the Plan which have been made effective after the effective date of the Initial
Registration.
5
INCORPORATION BY REFERENCE
OF REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-82283)
----------------------------------------------------------
We incorporate by reference into this Amendment No. 1 to Registration
Statement on Form S-8 our previously filed registration statement on Form S-8
(File No. 333-82283).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 8. EXHIBITS
Exhibit Document
4(a) Revised 1997 Stock Option and Incentive Plan of BriteSmile,
Inc. (the "1997 Plan"), as amended as of June 20, 2001
(incorporated by reference to Exhibit 10.10 of the Annual
Report on Form 10-K of the Company for the 52 weeks ended
December 29, 2001).
4(b) Form of Option Agreement ("Director Option Agreement") between
the Company and certain directors of the Company, pursuant to
which directors receive options to purchase Common Stock of
the Company (incorporated by reference to Exhibit 10.11 of the
Annual Report on Form 10-K of the Company for the 52 weeks
ended December 29, 2001).
4(c) Form of Option Agreement ("Employee Option Agreement") between
the Company and certain employees of the Company, pursuant to
which employees receive options to purchase Common Stock of
the Company (incorporated by reference to Exhibit 10.12 of the
Annual Report on Form 10-K of the Company for the 52 weeks
ended December 29, 2001).
4(d) Form of Consultant Warrant between the Company and certain
consultants to the Company (filed herewith).
5 Opinion of Durham, Jones & Pinegar, P.C. regarding validity of
Common Stock issuable pursuant to the Revised 1997 Stock
Option and Incentive Plan (filed herewith).
23(a) Consent of Ernst & Young LLP (filed herewith).
23(b) Consent of Durham, Jones & Pinegar, P.C. (included in
Exhibit 5).
* Power of Attorney (included on signature page).
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933,
the registrant hereby certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on form S-8 and has duly caused this
registration statement amendment to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Walnut Creek, state of California, on
August 22, 2002.
BRITESMILE, INC.
By: /s/ Peter P. Hausback
-------------------------------
Peter P. Hausback
Chief Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Peter P. Hausback, his
attorney-in-fact, with the power of substitution, for him and in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitute or substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature Title Date
/s/ Anthony M. Pilaro Director; Chairman of June 3, 2002
------------------------ the Board
Anthony M. Pilaro
/s/ John L. Reed CEO and Director August 22, 2002
------------------------
John L. Reed
/s/ Linda S. Oubre Director; President, June 4, 2002
------------------------ Center Division
Linda S. Oubre
7
/s/ Bradford Peters Director June 4, 2002
------------------------
Bradford Peters
/s/ Peter Schechter Director June 4, 2002
------------------------
Peter Schechter
/s/ Dennis F. Hightower Director June 4, 2002
------------------------
Dennis F. Hightower
/s/ Peter P. Hausback Chief Financial Officer August 22, 2002
------------------------
Peter P. Hausback
8
Exhibit Index
--------------
Exhibit Document
4(a) Revised 1997 Stock Option and Incentive Plan of BriteSmile,
Inc. (the "1997 Plan"), as amended as of June 20, 2001
(incorporated by reference to Exhibit 10.10 of the Annual
Report on Form 10-K of the Company for the 52 weeks ended
December 29, 2001).
4(b) Form of Option Agreement ("Director Option Agreement") between
the Company and certain directors of the Company, pursuant to
which directors receive options to purchase Common Stock of
the Company (incorporated by reference to Exhibit 10.11 of the
Annual Report on Form 10-K of the Company for the 52 weeks
ended December 29, 2001).
4(c) Form of Option Agreement ("Employee Option Agreement") between
the Company and certain employees of the Company, pursuant to
which employees receive options to purchase Common Stock of
the Company (incorporated by reference to Exhibit 10.12 of the
Annual Report on Form 10-K of the Company for the 52 weeks
ended December 29, 2001).
4(d) Form of Consultant Warrant between the Company and certain
consultants to the Company (filed herewith).
5 Opinion of Durham, Jones & Pinegar, P.C. regarding validity of
Common Stock issuable pursuant to the Revised 1997 Stock
Option and Incentive Plan (filed herewith).
23(a) Consent of Ernst & Young LLP(filed herewith).
23(b) Consent of Durham, Jones & Pinegar, P.C. (included in
Exhibit 5).
* Power of Attorney (included on signature page).
9