SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 13e-4)
(Amendment No. 2)
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
BRITESMILE, INC. (NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
CERTAIN OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.001 PER SHARE,
(TITLE OF CLASS OF SECURITIES)
n/a*
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN DONG
ACTING CHIEF FINANCIAL OFFICER AND SECRETARY
BRITESMILE, INC.
490 NORTH WIGET LANE
WALNUT CREEK, CALIFORNIA 94598
(925) 941-6260
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSON)
COPY TO:
JEFFREY M. JONES, ESQ.
WAYNE D. SWAN, ESQ.
DURHAM JONES & PINEGAR
111 EAST BROADWAY, SUITE 900
SALT LAKE CITY, UTAH 84111
(801) 415-3000
AMOUNT PREVIOUSLY PAID: $591.03
FORM OR REGISTRATION NO: 5-41521
FILING PARTY: BriteSmile, Inc.
DATE INITIALLY FILED: August 20, 2002
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
* There is no trading market or CUSIP Number for the options. The CUSIP
Number for the underlying Common Stock is 1104 15 10 6
INTRODUCTION
This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on August 20, 2002, as amended by Amentment No. 1 dated August 30,
2002 (the "Schedule TO"), relating to the offer by BriteSmile, Inc.
("BriteSmile") to exchange certain outstanding options to purchase shares of
BriteSmile Common Stock held by Eligible Optionholders granted under the Amended
and Restated 1997 Stock Option and Incentive Plan (the "Option Plan") for new
options to purchase shares of BriteSmile's Common Stock. The offer is being made
upon the terms and subject to the conditions set forth in the Offer to Exchange,
dated August 20, 2002, a copy of which is atttached as Exhibit (a)(1) to the
Schedule TO, as the same has been amended by the Supplemental Memorandum from
John Reed to Eligible Optionholders, dated September 3, 2002 (the "September 3
Memorandum"), a copy of which is attached to this Amendment as Exhibit (a)(11),
and in the following documents attached as exhibits to the Schedule TO: the
Memorandum from John Reed dated August 20, 2002, the Election Form, the Notice
to Change Election From Accept to Reject, and the Promise to Grant Stock
Options.
The sole purpose of this Amendment is to file as Exhibit (a)(11) hereto
the September 3 Memorandum.. The September 3 Memorandum repeats verbatim the
text of the Supplemental Memorandum from John Reed to Eligible Optionholders
dated August 30, 2002 (previously filed with the Commission as Exhibit (a)(10)
to the Schedule TO), and adds a statement regarding the current book value per
share of BriteSmile, Inc. Common Stock.
Except as provided in this Amendment, this Amendment does not alter the
terms and conditions previously set forth in the offer. Capitalized terms used
and not defined in this Amendment have the meanings given to those terms in the
Schedule TO and its exhibits.
ITEM 12 EXHIBITS.
Item 12 is amended and supplemented as follows so as to add Exhibit
(a)(11) attached hereto:
(a)(1)* Offer to Exchange Certain Outstanding Options for New Options
dated August 20, 2002.
(2)* Election Form
(3)* Memorandum from John Reed, Chief Executive Officer, to
Employees dated August 20, 2002.
(4)* Notice to Change Election From Accept to Reject.
(5)* Form of Confirmation of Receipt of Election to Exchange
Options.
(6)* Form of Promise to Grant Stock Option(s).
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(7)* BriteSmile's Quarterly Report on Form 10-Q for the 13 weeks
ended June 29, 2002, filed with the SEC on August 12, 2002, is
incorporated herein by reference.
(8)* BriteSmile's Annual Report on Form 10-K for the 52 weeks ended
December 29, 2001, filed with the SEC on April 10, 2002, as
amended by Form 10-K/A for the 52 weeks ended December 29,
2001 filed with the SEC on April 29, 2002, is incorporated
herein by reference.
(9)* Press Release of the Company dated August 20, 2002.
(10)*Supplemental Memorandum of John L. Reed, Chief Executive
Officer, to Eligible Optionholders, dated August 30, 2002.
(11) Supplemental Memorandum of John L. Reed, Chief Executive
Officer, to Eligible Optionholders, dated September 3, 2002.
(b) Not applicable.
(d)(1)* Amended and Restated BriteSmile, Inc. 1997 Stock Option and
Incentive Plan (filed as Exhibit 10.10 to the BriteSmile
Annual Report on Form 10-K for the 52 weeks ended December 29,
2001, incorporated herein by reference).
(2)* Form of BriteSmile, Inc. 1997 Stock Option and Incentive Plan
Master Stock Option Agreement (filed as Exhibit 10.12 to the
BriteSmile Annual Report on Form 10-K for the 52 weeks ended
December 29, 2001 and incorporated herein by reference).
(3)* 1990 Stock Option Plan of the Company (filed as Exhibit 4(a)
to the Company's Registration Statement on Form S-8 filed with
the Commission on November 27, 1996 and incorporated herein by
reference).
(g) Not applicable.
(h) Not applicable.
ITEM 13 INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to Schedule TO is
true, complete and correct.
BRITESMILE, INC.
By: /s/ John L. Reed
---------------------------------
John L. Reed
Its: Chief Executive Officer
Date: September 9, 2002
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
(a)(11) Supplemental Memorandum of John L. Reed, Chief Executive Officer,
to Eligible Optionholders, dated September 3, 2002.