UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form
N-SAR
For Period Ended: DECEMBER 29, 2001
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR For the
Transition Period Ended:
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
BriteSmile, Inc.
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(Full Name of Registrant)
N/A
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(Former Name if Applicable)
490 North Wiget Lane
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(Address of Principal Executive Office (Street and Number))
Walnut Creek, California 94598
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(City, State and Zip Code)
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
The Company recently concluded a routine inquiry by the U.S. Securities and
Exchange Commission regarding the timing of revenue recognition related to the
sale of the Company's key-cards and access codes to Associated Centers.
Previously, the Company had recognized revenues from Associated Centers when the
non-refundable key cards were shipped or access codes delivered. The Company
will now reflect recognition of revenue from Associated Centers ratably over the
estimated 30-day period in which Associated Centers perform whitening procedures
after purchasing key cards or access codes. This new policy has been reflected
in the Company's published year-end 2001 results, and in the prior year
comparative numbers. See Company's Earnings Release dated March 27, 2002.
Although adoption of the 30-day recognition policy has no material effect on the
Company's operating results, management requires additional time to insure that
the new policy is fully and accurately implemented in its Annual Report on Form
10-K for the year ended December 29, 2001.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Peter Hausback, Chief Financial Officer 925 941-6260
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
BriteSmile, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date 3/29/02 By /s/ Peter Hausback
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Peter Hausback, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other that an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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