SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 11 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
BINGHAM DANA LLP
399 PARK AVENUE
NEW YORK, NEW YORK 10022-4689
(212) 318-7700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 11, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Page 1 of 8
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... LCO INVESTMENTS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [x]
group (see instructions)....................
(b) [_]
(3) SEC use only................................
(4) Source of funds (see instructions).......... WC
OO
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [_]
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... 13,307,823 (which includes 638,797 shares subject to
acquisition within 60 days on exercise of certain
Warrants)
(8) Shared voting power......................... None
(9) Sole dispositive power...................... 13,307,823 (which includes 638,797 shares subject to
acquisition within 60 days on exercise of certain
Warrants)
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 13,307,823 (which includes 638,797 shares subject to
reporting person............................ acquisition within 60 days on exercise of certain
Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. [_]
(13) Percent of class represented by amount in Row
(11)........................................ 37.1%
(14) Type of reporting person (see instructions). CO
Page 2 of 8
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... THE ERSE TRUST
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [x]
group (see instructions)....................
(b) [_]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [_]
(6) Citizenship or place of organization........ GUERNSEY, CHANNEL ISLANDS
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 13,307,823 (which includes 638,797 shares subject to
reporting person............................ acquisition within 60 days on exercise of certain
Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. [_]
(13) Percent of class represented by amount in Row
(11)........................................ 37.1%
(14) Type of reporting person (see instructions).
OO(Trust)
The inclusion of The ERSE Trust in this Statement shall not be construed as an
admission that such party is, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, the beneficial owner of any securities covered by this
Statement.
Page 3 of 8
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... CAP ADVISERS LIMITED
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [x]
group (see instructions)....................
(b) [_]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [_]
(6) Citizenship or place of organization........ UNITED KINGDOM
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... 285,000
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... 285,000
(11) Aggregate amount beneficially owned by each 13,592,823 (which includes 638,797 shares subject to
reporting person............................ acquisition within 60 days on exercise of certain
Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. [_]
(13) Percent of class represented by amount in Row
(11)........................................ 37.9%
(14) Type of reporting person (see instructions). CO
The inclusion of CAP Advisers Limited in this Statement shall not be construed
as an admission that such party is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 4 of 8
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons................... ANTHONY M. PILARO
S.S. or I.R.S. identification Nos. of above
persons.....................................
(2) Check the appropriate box if a member of a (a) [x]
group (see instructions)....................
(b) [_]
(3) SEC use only................................
(4) Source of funds (see instructions).......... Not Applicable
(5) Check if disclosure of legal proceedings is
required pursuant to items 2(d) or 2(e)..... [_]
(6) Citizenship or place of organization........ IRELAND
Number of shares beneficially owned by each reporting
person with:
(7) Sole voting power........................... None
(8) Shared voting power......................... None
(9) Sole dispositive power...................... None
(10) Shared dispositive power.................... None
(11) Aggregate amount beneficially owned by each 13,307,823 (which includes 638,797 shares subject to
reporting person............................ acquisition within 60 days on exercise of certain
Warrants)
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions).. [_]
(13) Percent of class represented by amount in Row
(11)........................................ 37.1%
(14) Type of reporting person (see instructions). IN
The inclusion of Anthony M. Pilaro in this Statement shall not be construed as
an admission that such person is, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, the beneficial owner of any securities covered
by this Statement.
Page 5 of 8
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 11
NOTE: This Amendment No. 11 amends a Statement on Schedule 13D filed on
April 11, 1996 by LCO Investments Limited and others, as amended by an
Amendment No. 1 filed on December 6, 1996, by an Amendment No. 2 filed on
May 23, 1997, by an Amendment No. 3 filed on September 24, 1997, by an
Amendment No. 4 filed on December 1, 1997, by an Amendment No. 5 filed on
May 11, 1998, by an Amendment No. 6 filed on December 15, 1998, by an
Amendment No. 7 filed on July 2, 1999, by an Amendment No. 8 filed on
November 8, 1999, by an Amendment No. 9 filed on July 13, 2000 and by an
Amendment No. 10 filed on January 11, 2001. This Amendment No. 11 is filed on
behalf of LCO Investments Limited ("LCO Investments"), The ERSE Trust, CAP
Advisers Limited and Anthony M. Pilaro.
This Amendment No. 11 is being filed, (a) to reflect the
conversion by LCO Investments of $5,132,644 of 7.52% Convertible Notes of
BriteSmile, Inc. into 1,026,529 shares of Common Stock, (b) to reflect the
disposition of 185,000 shares of Common Stock to terminate the interests of four
Unit Holders pursuant to grants made in 1998 under LCO Investments' 1998
Incentive Compensation Plan for key employees and consultants to BriteSmile and
(c) to reflect the disposition of 2,000,000 shares of Common Stock by making
gifts to ACP II Trust and CAP II Trust. There has been no change in the
information set forth in response to Items 1, 2, 4 and 5 (except for 5(c)) of
Schedule 13D. Accordingly, those Items are omitted from this Amendment No. 11.
The inclusion of The ERSE Trust, CAP Advisers Limited and
Anthony M. Pilaro shall not be construed as an admission that such parties are,
for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the
beneficial owners of any securities covered by this Statement.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is amended to add the following:
LCO Investments used its own funds to convert the $5,132,644
of 7.52% Convertible Notes into 1,026,529 shares of Common Stock. The amount of
Notes owned increased from $5,000,000, as previously reported, to $5,132,644,
due to interest payable under the Notes.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5(c) is amended to add the following paragraphs:
On January 2, 2001, LCO Investments disposed of a total of
185,000 shares of Common Stock to terminate the interests of four Unit Holders
pursuant to grants made in 1998 under LCO Investments' 1998 Incentive
Compensation Plan for key employees and consultants to BriteSmile.
Page 6 of 8
On April 10, 2001, LCO Investments converted certain 7.52%
Convertible Notes held by it and received 1,026,529 shares of Common Stock as a
result of the conversion.
On July 12, 2001, LCO Investments disposed of a total of
2,000,000 shares of Common Stock by making gifts of 1,000,000 to each of the CAP
II Trust and the ACP II Trust.
As a result of these conversions and dispositions, LCO
Investments beneficially owns 13,307,823 shares of Common Stock (which includes
638,797 shares that are subject to acquisition on exercise of Warrants and
1,330,000 shares which are owned by a subsidiary of LCO Investments.) These
shares represent 37.1% of the outstanding stock of BriteSmile, Inc. (treating as
outstanding the said 638,797 shares that are subject to acquisition by LCO
Investments). Neither ERSE Trust, CAP Advisers Limited or Anthony M. Pilaro own
any shares of Common Stock. However, CAP Advisers Limited, in its capacity as
trustee of four separate trusts, shares power to vote and dispose of 285,000
shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
--------------------------------------------------------
Respect to Securities of the Issuer
----------------------------------------
LCO Investments disposed of 185,000 shares of Common Stock to
terminate the interests of four Units Holders pursuant to grants made in 1998
under LCO Investments' 1998 Incentive Compensation Plan for key employees and
consultants to BriteSmile.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit E which was previously filed, is the Power of Attorney
and Authorizing Agreement appointing Craigh Leonard as
Attorney-in-Fact and authorizing him to sign the Schedule 13D
and all amendments thereto.
Exhibit X which was previously filed is the form of Units
Agreement between LCO Investments Limited and certain Units
Holders.
Exhibit Y which was previously filed is the Joint Filing
Agreement among LCO Investments Limited, the ERSE Trust, CAP
Advisers Limited and Anthony M. Pilaro, dated June 30, 1999.
Page 7 of 8
Signature
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
Dated: July 20, 2001
LCO INVESTMENTS LIMITED
By/s/Craigh Leonard
Craigh Leonard, Attorney-in-Fact
THE ERSE TRUST
By/s/Craigh Leonard
Craigh Leonard, Attorney-in-Fact
CAP ADVISERS LIMITED
By/s/Craigh Leonard
Craigh Leonard, Attorney-in-Fact
/s/Craigh Leonard
Anthony M. Pilaro,
by Craigh Leonard,
Attorney-in-Fact
Page 8 of 8