UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.:
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
110415205
(CUSIP Number)
MAY 31, 2005
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 110415205
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Pequot Capital Management, Inc.
06-1524885
2. Check the Appropriate Box if a Member of a Group a. b.
3. SEC Use Only
4. Citizenship or Place of Organization Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With
5. Sole Voting Power: 818,637
6. Shared Voting Power: 0
7. Sole Dispositive Power: 818,637
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person 818,637
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9): 7.7%
12. Type of Reporting Person (See Instructions): IA
The Reporting Person previously filed a Schedule 13D with respect to
the subject securities on February 15, 2000, as amended by a subsequent Schedule
13D/A filed by the Reporting Person on August 14, 2000. This Schedule 13G amends
the previously filed Schedule 13D, as amended. Prior to May 31, 2005, an
employee of the Reporting Person, Gerald A. Poch served as a director on the
Board of Directors of the Issuer. Mr. Poch resigned as a director of the Issuer
as of May 31, 2005.
Item 1. (a) Name of Issuer
BriteSmile, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
490 North Wiget Lane
Walnut Creek, CA 94598
Item 2. (a) Name of Person Filing
Pequot Capital Management, Inc. (the "Reporting Person")
(b) Address of Principal Business Office or, if none, Residence
500 Nyala Farm Road, Westport, CT, 06880
(c) Citizenship
Pequot Capital Management, Inc. is a Connecticut
corporation.
(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the
"Common Stock")
(e) CUSIP Number
110415205
Item 3. This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
The Reporting Person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940.
Item 4. Ownership.
Ownership of the aggregate number and percentage of Common Stock
is as follows:
(a) Amount beneficially owned: 818,637 shares
(b) Percent of class: 7.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 818,637
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition
of 818,637
(iv) Shared power to dispose or to direct the
disposition of
0
The Reporting Person is an investment adviser registered under the
Investment Advisers Act of 1940, and acts as investment adviser to
certain managed accounts over which the Reporting Person exercises
discretionary authority (the "Accounts"). The Reporting Person
beneficially owns 818,637 shares of Common Stock the Issuer, due
to the beneficial ownership of the following: (i) 740,556 shares
of Common Stock; (ii) 59,519 shares of Common Stock underlying
warrants, comprised of (a) warrants to purchase 56,186 shares of
Common Stock of the Issuer with an exercise price of $2.40 per
share (b) warrants to purchase 3,333 shares of Common Stock of the
Issuer with an exercise price of $30.00 per share (iii) 18,562
shares of Common Stock underlying options to purchase Common Stock
of the Issuer representing an option to purchase 3,335 shares of
Common Stock at $55.50 per share, 5,892 shares of Common Stock at
$30.00 per share, 3,335 shares of Common Stock at $1.98 per share,
3,500 shares of Common Stock at $10.86 per share, and 2,500 shares
of Common Stock at $5.41 per share, all of which are fully vested.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Reporting Person is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940 and, as such,
has beneficial ownership of the Common Stock which is the subject
of this filing through the investment discretion the Reporting
Person exercises over the Accounts. Although the Accounts do not
have beneficial ownership of such Common Stock for purposes of
Section 13 and Section 16 of the Securities Exchange Act of 1934,
four Accounts of the reporting person, Pequot Private Equity Fund
II, L.P., Pequot Partners Fund, L.P., Pequot International Fund,
Inc., and Pequot Scout Fund, L.P. collectively owns of record more
than 5% of the Issuer's outstanding securities and have the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of the Group.
Not Applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 22, 2005
(Date)
By: /s/ Aryeh Davis
(Signature)
Aryeh Davis
Chief Operating Officer and General Counsel
(Name/Title)