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): September 28, 2005
|
BriteSmile, Inc. |
|
|
|
(Exact name of registrant as specified in its charter) |
|
Utah |
|
1-11064 |
|
87-0410364 |
|
|
|
|
|
|
|
(State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
|
|
|
|
|
|
|
460 North Wiget Lane |
|
94598 |
||
|
|
|
|
||
|
(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:
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
o |
Soliciting material pursuant to Rule 425 under the Exchange Act (17 CFR 240.14.a-12) |
|
|
|
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
|
|
|
|
|
|
Item 1.01. |
Entry Into a Material Definitive Agreement. |
On September 30, 2005, at the Annual Meeting of Shareholders of BriteSmile, Inc. (the “Company”), the shareholders of the Company approved a proposal to amend the Revised 1997 Stock Option and Incentive Plan (the “Plan”) to increase the total number of shares of common stock issuable under the Plan from 1,500,000 to 1,900,000 (the “Amendment”).
The description of the terms and conditions of the Plan and the Amendment, as set forth under the caption “Proposal 2. – Approval of Option Plan Amendment” from pages 23 through 27 in the Company’s definitive Proxy Statement filed August 30, 2005 with the United States Securities and Exchange Commission relating to the Company’s Annual Meeting of Shareholders, is incorporated herein by reference. A copy of the Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
|
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On September 29, 2005, the Company received notice from Nasdaq that it was no longer in compliance with Nasdaq Marketplace Rule 4350(c)(1) as a result of the recent appointment of Mr. John L. Reed to the Board of Directors of the Company.
As noted in Item 5.02 of this Report, Mr. R. Eric Montgomery resigned as a director of the Company effective September 28, 2005, resulting in the Company’s Board of Directors consisting of four independent directors and three non-independent directors. Accordingly, the Company believes it is now in compliance with Marketplace Rule 4350(c)(1). On September 30, 2005, the Company received a notice from Nasdaq confirming the Company’s compliance with Marketplace Rule 4350(c)(1).
On October 3, 2005, the Company issued a press release regarding the Nasdaq notice and the actions taken by the Company to remedy the deficiencies cited therein. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
|
Item 5.02. |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On September 28, 2005, R. Eric Montgomery resigned from the Board of Directors of the Company. Mr. Montgomery has served as a member of the Board of Directors since 1998. He will remain a key consultant to the Company under his current long-term consulting agreement with the Company in connection with the development of oral care products, including teeth whitening products. In addition, Mr. Montgomery will continue as a director of BriteSmile Development, Inc., a subsidiary of the Company. As a result of Mr. Montgomery’s resignation, the Company’s Board of Directors now consists of four independent directors and three non-independent directors.
|
Item 9.01 |
Financial Statements and Exhibits |
|
|
(c) Exhibits |
|
|
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
|
|
|
10.1 |
|
Amendment to Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc. |
|
|
|
|
|
|
|
99.1 |
|
Press Release, dated October 3, 2005, issued by 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: October 4, 2005 |
|
|
|
|
BriteSmile, Inc. |
|
|
|
|
|
|
|
By: |
/s/ Ken Czaja |
|
|
|
|
|
|
|
Ken Czaja |
|
|
|
Chief Financial Officer |
Exhibit Index
|
Exhibit No. |
|
Exhibit Name |
|
|
|
|
|
Exhibit 10.1. |
|
Amendment to Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc. |
|
|
|
|
|
Exhibit 99.1. |
|
Press Release, dated October 3, 2005, issued by BriteSmile, Inc. |