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. 16 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)
110415106
(CUSIP Number)
CRAIGH LEONARD, ESQ.
Morrison & Foerster LLP
1290 Avenue of the Americas
NEW YORK, NEW YORK 10104-0050
(212) 468-8007
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 2006
(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 15
SCHEDULE 13D
CUSIP NO. 110415106
(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 (a) |X|
member of a group (see
instructions)................. (b) |_|
(3) SEC use only..................
(4) Source of funds (see
instructions)................. WC
(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............. 3,567,420 (which includes 341,668
shares subject to acquisition within 60
days on exercise of certain Warrants)
(8) Shared voting power........... None
(9) Sole dispositive power........ 3,567,420 (which includes 341,668
shares subject to acquisition within 60
days on exercise of certain Warrants)
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 3,567,420 (which includes 341,668
owned by each reporting person shares subject to 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)............ 33.82%
(14) Type of reporting person (see
instructions)................. CO
Page 2 of 15
SCHEDULE 13D
CUSIP NO. 110415106
(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 (a) |X|
member of a 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 3,567,420 (which includes 341,668
owned by each reporting person shares subject to 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)............ 33.82%
(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 15
SCHEDULE 13D
CUSIP NO. 110415106
(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 (a) |X|
member of a group (see
instructions)................. (b) |_|
(3) SEC use only..................
(4) Source of funds (see
instructions)................. WC
(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............. 52,053
(8) Shared voting power........... 39,636
(9) Sole dispositive power........ 52,053
(10) Shared dispositive power...... 39,636
(11) Aggregate amount beneficially 3,659,109 (which includes 341,668
owned by each reporting person shares subject to 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)............ 34.6%
(14) Type of reporting person (see
instructions)................. CO
Page 4 of 15
SCHEDULE 13D
CUSIP NO. 110415106
(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 (a) |X|
member of a 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 3,659,109 (which includes 341,668
owned by each reporting person shares subject to 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)............ 34.6%
(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 15
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... THE LCP II TRUST
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) |X|
member of a 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.................. JERSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 533,335
(8) Shared voting power........... None
(9) Sole dispositive power........ 533,335
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 533,335
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ |_|
(13) Percent of class represented by
amount in Row (11)............ 5.06%
(14) Type of reporting person (see
instructions)................. 00 (Trust)
Page 6 of 15
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... AMP TRUST
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) |X|
member of a group (see
instructions)................. (b) |_|
(3) SEC use only..................
(4) Source of funds (see
instructions)................. WC
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... |_|
(6) Citizenship or place of
organization.................. JERSEY, CHANNEL ISLANDS
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 4,500
(8) Shared voting power........... None
(9) Sole dispositive power........ 4,500
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 4,500
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ |_|
(13) Percent of class represented by
amount in Row (11)............ .04%
(14) Type of reporting person (see
instructions)................. 00 (Trust)
Page 7 of 15
SCHEDULE 13D
CUSIP NO. 110415106
(1) Name of reporting persons..... CAP CHARITABLE FOUNDATION
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) |X|
member of a 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............. 7,500
(8) Shared voting power........... None
(9) Sole dispositive power........ 7,500
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 7,500
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ |_|
(13) Percent of class represented by
amount in Row (11)............ .07%
(14) Type of reporting person (see
instructions)................. 00 (Trust)
Page 8 of 15
SCHEDULE 13D
CUSIP NO. 110415205
(1) Name of reporting persons..... EXCIMER VISION LEASING L.P.
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) |X|
member of a group (see
instructions)................. (b) |_|
(3) SEC use only..................
(4) Source of funds (see
instructions)................. WC
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... |_|
(6) Citizenship or place of
organization.................. Delaware
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 318,170
(8) Shared voting power........... None
(9) Sole dispositive power........ 318,170
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 318,170
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ |_|
(13) Percent of class represented by
amount in Row (11)............ 3.01%
(14) Type of reporting person (see
instructions)................. PN
Page 9 of 15
SCHEDULE 13D
CUSIP NO. 110415205
(1) Name of reporting persons..... CAP PROPERTIES LIMITED
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if a (a) |X|
member of a group (see
instructions)................. (b) |_|
(3) SEC use only..................
(4) Source of funds (see
instructions)................. WC
(5) Check if disclosure of legal
proceedings is required pursuant
to items 2(d) or 2(e)......... |_|
(6) Citizenship or place of
organization.................. Delaware
Number of shares beneficially owned by
each reporting person with:
(7) Sole voting power............. 318,170 \1
(8) Shared voting power........... None
(9) Sole dispositive power........ 318,170 \1
(10) Shared dispositive power...... None
(11) Aggregate amount beneficially 318,170 \1
owned by each reporting person
(12) Check if the aggregate amount in
Row (11) excludes certain shares
(see instructions)............ |_|
(13) Percent of class represented by
amount in Row (11)............ 3.01%
(14) Type of reporting person (see
instructions)................. CO
\1 CAP Properties is the general partner of Excimer Vision Leasing, L.P. and
has the sole right to vote the shares held directly by Excimer.
Page 10 of 15
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 16
NOTE: This Amendment No. 16 amends a Statement on Schedule 13D originally 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, by an Amendment No. 10 filed on January 11, 2001, by an
Amendment No. 11 filed on July 23, 2001, by an Amendment No. 12 filed on
November 13, 2001, by an Amendment No. 13 filed on December 17, 2001, by an
Amendment No. 14 filed on January 27, 2003 and by an Amendment No. 15 filed on
January 7, 2004. This Amendment No. 16 is filed on behalf of LCO Investments
Limited, The ERSE Trust, CAP Advisers Limited, Anthony M. Pilaro, the LCP II
Trust, the AMP Trust, CAP Charitable Foundation, Excimer Vision Leasing L.P. and
CAP Properties Limited .
This Amendment No. 16 is being filed to reflect (a) a change in the plans
and proposals which the reporting persons have; and (b) to reflect the present
beneficial interests of the reporting persons in BriteSmiles' outstanding Common
stock. There has been no change in the information set forth in response to
Items 1, 2, 3 or 6 of Schedule 13D. Accordingly, those Items are omitted from
this Amendment No. 16.
The inclusion of The ERSE Trust 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 4. Purpose of Transaction.
The reporting persons may seek to acquire additional shares of
BriteSmile's Common Stock in public or private purchases and/or to form a group
with one or more holders of BriteSmile's Common Stock so that the reporting
persons, alone or together with the members of a group, have the power to vote
more than 50% of the outstanding shares of Brite Smile's Common Stock. The
reporting persons may, alone or together with such group, consider and pursue
any of the transactions specified in Item 4 of Schedule 13D including but not
limited to taking BriteSmile private and terminating the registration of its
Common Stock under the Securities and Exchange Act of 1934, as amended. In the
event that the reporting persons, alone or together with the members of a group,
hold more than 50% of the outstanding shares of BriteSmile's Common stock, they
would have the power under BriteSmile's charter and bylaws to appoint the
members of BriteSmile's Board of Directors and to authorize any transactions
required to be approved by BriteSmile's stockholders, including a merger of
BriteSmile with or into another entity and a sale of all or substantially all of
BriteSmile's assets.
Item 5. Interest in Securities of the Issuer.
Item 5(a)
Page 11 of 15
Item 5(a) is hereby amended to read in its entirety as follows:
Reference is made to the cover pages of this Statement for the aggregate
number and the percentage of BriteSmile's outstanding Common Stock which is
beneficially owned by each person listed in Item 2.
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 on
behalf of LCO Investments, The ERSE Trust, CAP Advisers Limited and
Anthony M. Pilaro.
Exhibit AA which was previously filed as an exhibit to the Form 3 filed by
LCP II with respect to shares of Common Stock, is the Power of Attorney
appointing Craigh Leonard as Attorney-in-Fact and authorizing him to sign
the Schedule 13D and all amendments thereto on behalf of The LCP II Trust.
Exhibit CC which was previously filed as an exhibit to the Form 3 filed by
AMP Trust with respect to shares of Common Stock, is the Power of Attorney
appointing Craigh Leonard as Attorney-in-Fact and authorizing him to sign
the Schedule 13D and all amendments thereto on behalf of AMP Trust.
Exhibit DD which was previously filed as an Exhibit to the Form 3 filed by
CAP Charitable Foundation with respect to shares of Common Stock, is the
Power of Attorney appointing Craigh Leonard as Attorney-in-Fact and
authorizing him to sign the Schedule 13D and all amendments thereto on
behalf of CAP Charitable Foundation.
Exhibit FF which was previously filed is the Amended and Restated Joint
Filing Agreement among LCO Investments Limited, the ERSE Trust, CAP
Advisers Limited, Anthony M. Pilaro, the LCP II Trust, the AMP Trust, CAP
Charitable Foundation, Excimer Vision Leasing, L.P. and CAP Properties
Limited, dated November 24, 2003.
Exhibit JJ is the Power of Attorney appointing Craigh Leonard as Attorney
in Fact and authorizing him to sign the Schedule 13D and all amendments
thereto on behalf of CAP Properties Limited and Excimer Vision Leasing
L.P.
Page 12 of 15
Signatures
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: May 31, 2006
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
LCP II TRUST
By: /s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
AMP TRUST
By: /s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP CHARITABLE FOUNDATION
By: /s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
Page 13 of 15
EXCIMER VISION LEASING L.P.
By: /s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
CAP PROPERTIES LIMITED
By: /s/Craigh Leonard
---------------------------------------
Craigh Leonard, Attorney-in-Fact
Page 14 of 15