SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BriteSmile, Inc. (Exact name of registrant as specified in its charter) Utah 87-0410364 --------------------------- ---------- (State or other jurisdiction I.R.S. Employer of incorporation or organization) Identification No. 490 North Wiget Lane Walnut Creek, CA 94598 (925) 941-6260 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Revised 1997 Stock Option and Incentive Plan and Consultant Warrants (Full title of the plan) Peter P. Hausback Chief Financial Officer BriteSmile, Inc. 490 North Wiget Lane Walnut Creek, CA 94598 (925) 941-6260 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Jeffrey M. Jones, Esq. Wayne D. Swan, Esq. Durham Jones & Pinegar, P.C. Broadway Centre, Suite 900 111 East Broadway Salt Lake City, Utah 84111 (801) 415-3000 CALCULATION OF REGISTRATION FEE Title of each Proposed Proposed maximum class of maximum aggregate offering Amount of securities to be Number to be offering price price (3) registration fee(4) registered registered(1) per unit -------------------- ------------------ ----------------- --------------------- -------------------- Common Shares, par 85,000 shares $ 13.125 $ 1,115,625 value $.001 per 2,000 shares $ 12.375 $ 24,750 share, subject to 100,000 shares $ 12.063 $ 1,206,300 stock options 2,000 shares $ 12.00 $ 24,000 granted to 20,000 shares $ 11.25 $ 225,000 employees and 4,000 shares $ 10.80 $ 43,200 directors 32,000 shares $ 10.25 $ 328,000 3,000 shares $ 10.00 $ 30,000 50,000 shares $ 9.76 $ 488,000 100,000 shares $ 9.68 $ 968,000 2,000 shares $ 9.65 $ 19,300 50,000 shares $ 9.50 $ 475,000 40,000 shares $ 9.375 $ 375,000 295,000 shares $ 9.25 $ 2,728,750 2,000 shares $ 9.02 $ 18,040 2,000 shares $ 9.00 $ 18,000 2,000 shares $ 8.875 $ 17,750 2,000 shares $ 8.62 $ 17,240 22,000 shares $ 8.50 $ 187,000 2,000 shares $ 8.375 $ 16,750 100,000 shares $ 8.23 $ 823,000 10,000 shares $ 8.20 $ 82,000 22,000 shares $ 8.063 $ 177,386 85,000 shares $ 8.00 $ 680,000 5,000 shares $ 7.50 $ 37,500 30,000 shares $ 7.48 $ 224,400 75,000 shares $ 7.188 $ 539,100 30,000 shares $ 7.125 $ 213,750 22,000 shares $ 6.75 $ 148,500 35,000 shares $ 6.25 $ 218,750 115,000 shares $ 6.031 $ 693,565 309,000 shares $ 5.875 $ 1,815,375 75,000 shares $ 5.55 $ 416,250 2,000 shares $ 5.063 $ 10,126 20,000 shares $ 5.00 $ 100,000 53,192 shares $ 4.938 $ 262,662 6,000 shares $ 4.813 $ 28,878 4,000 shares $ 4.75 $ 19,000 228,000 shares $ 4.70 $ 1,306,600 197,000 shares $ 4.44 $ 874,680 2,000 shares $ 4.42 $ 8,840 141,500 shares $ 4.375 $ 619,062 7,500 shares $ 4.13 $ 30,975 2 Title of each Proposed Proposed maximum class of maximum aggregate offering Amount of securities to be Number to be offering price price (3) registration registered registered(1) per unit fee(4) -------------------- ------------------ ----------------- -------------------- ------------------ 150,000 shares $ 3.50 $ 525,000 Common Shares, par 70,000 shares $ 11.25 $ 787,500 value $.001 per 24,000 shares $ 10.00 $ 240,000 share, subject to 100,000 shares $ 4.688 $ 468,800 stock options or 50,000 shares $ 1.50 $ 75,000 warrants granted 150,000 shares $ 1.41 (2) $ 211,500 or to be granted 100,000 shares $ 5.55 555,000 to consultants pursuant to written compensation agreements Common Shares, par 458,808 shares $ 1.41(2) $ 646,919 value $.001 per share, subject to stock awards, stock options or warrants to be granted to officers, directors or consultants pursuant to the Company's Revised 1997 Stock Option Plan 3 Title of each Proposed Proposed maximum class of maximum aggregate offering Amount of securities to be Number to be offering price price (3) registration registered registered(1) per unit fee(4) -------------------- ------------------ ----------------- --------------------- ------------------ 3,494,000 Total $21,165,823 $1,947.26 -------------------------------------------------------------------------------- (1) This Registration Statement Amendment also covers an indeterminate number of Common Shares that may be issuable by reason of stock splits, stock dividends, or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended. (2) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based upon the average of the high and low prices of the Common Shares as reported on NASDAQ on August 21, 2002 (within 5 business days prior to the date of filing the registration statement amendment) (3) Calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price at which the options may be exercised. (4) $92.00 per $1,000,000 of aggregate offering price, pursuant to Section 6(b) of the Securities Act of 1933. 4 EXPLANATORY NOTE ------------------------------- BriteSmile, Inc., a Utah corporation (the "Company") hereby amends its Registration Statement on Form S-8, filed on July 2, 1999 (the "Initial Registration"), by filing this Post-Effective Amendment No. 1 on Form S-8 relating up to 3,000,000 additional shares of Common Stock, par value $.001 per share, to be issued under the BriteSmile, Inc. Revised 1997 Stock Option and Incentive Plan (the "Plan"), and an additional 494,000 shares of Common Stock, par value $.001 per shares, to be issued under various separate consulting agreements. This amendment is being filed by the Company due to amendments to the Plan which have been made effective after the effective date of the Initial Registration. 5 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-82283) ---------------------------------------------------------- We incorporate by reference into this Amendment No. 1 to Registration Statement on Form S-8 our previously filed registration statement on Form S-8 (File No. 333-82283). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 8. EXHIBITS Exhibit Document 4(a) Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc. (the "1997 Plan"), as amended as of June 20, 2001 (incorporated by reference to Exhibit 10.10 of the Annual Report on Form 10-K of the Company for the 52 weeks ended December 29, 2001). 4(b) Form of Option Agreement ("Director Option Agreement") between the Company and certain directors of the Company, pursuant to which directors receive options to purchase Common Stock of the Company (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K of the Company for the 52 weeks ended December 29, 2001). 4(c) Form of Option Agreement ("Employee Option Agreement") between the Company and certain employees of the Company, pursuant to which employees receive options to purchase Common Stock of the Company (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K of the Company for the 52 weeks ended December 29, 2001). 4(d) Form of Consultant Warrant between the Company and certain consultants to the Company (filed herewith). 5 Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common Stock issuable pursuant to the Revised 1997 Stock Option and Incentive Plan (filed herewith). 23(a) Consent of Ernst & Young LLP (filed herewith). 23(b) Consent of Durham, Jones & Pinegar, P.C. (included in Exhibit 5). * Power of Attorney (included on signature page). 6 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on form S-8 and has duly caused this registration statement amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Walnut Creek, state of California, on August 22, 2002. BRITESMILE, INC. By: /s/ Peter P. Hausback ------------------------------- Peter P. Hausback Chief Financial Officer POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter P. Hausback, his attorney-in-fact, with the power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement (including post effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. Signature Title Date /s/ Anthony M. Pilaro Director; Chairman of June 3, 2002 ------------------------ the Board Anthony M. Pilaro /s/ John L. Reed CEO and Director August 22, 2002 ------------------------ John L. Reed /s/ Linda S. Oubre Director; President, June 4, 2002 ------------------------ Center Division Linda S. Oubre 7 /s/ Bradford Peters Director June 4, 2002 ------------------------ Bradford Peters /s/ Peter Schechter Director June 4, 2002 ------------------------ Peter Schechter /s/ Dennis F. Hightower Director June 4, 2002 ------------------------ Dennis F. Hightower /s/ Peter P. Hausback Chief Financial Officer August 22, 2002 ------------------------ Peter P. Hausback 8 Exhibit Index -------------- Exhibit Document 4(a) Revised 1997 Stock Option and Incentive Plan of BriteSmile, Inc. (the "1997 Plan"), as amended as of June 20, 2001 (incorporated by reference to Exhibit 10.10 of the Annual Report on Form 10-K of the Company for the 52 weeks ended December 29, 2001). 4(b) Form of Option Agreement ("Director Option Agreement") between the Company and certain directors of the Company, pursuant to which directors receive options to purchase Common Stock of the Company (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K of the Company for the 52 weeks ended December 29, 2001). 4(c) Form of Option Agreement ("Employee Option Agreement") between the Company and certain employees of the Company, pursuant to which employees receive options to purchase Common Stock of the Company (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K of the Company for the 52 weeks ended December 29, 2001). 4(d) Form of Consultant Warrant between the Company and certain consultants to the Company (filed herewith). 5 Opinion of Durham, Jones & Pinegar, P.C. regarding validity of Common Stock issuable pursuant to the Revised 1997 Stock Option and Incentive Plan (filed herewith). 23(a) Consent of Ernst & Young LLP(filed herewith). 23(b) Consent of Durham, Jones & Pinegar, P.C. (included in Exhibit 5). * Power of Attorney (included on signature page). 9