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BSML Inc – ‘DEFS14A’ for 1/31/00

On: Tuesday, 1/11/00 · For: 1/31/00 · Accession #: 1021408-0-74 · File #: 1-11064

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/11/00  BSML Inc                          DEFS14A     1/31/00    1:32K                                    Donnelley R… Fin’l/NY/FA

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Notice & Proxy for Special Meeting and Shareholder    13     60K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Security Ownership of Certain Beneficial Owners and Management
1	1st Page - Filing Submission
4	Security Ownership of Certain Beneficial Owners and Management

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================================================================================

SCHEDULE 14A INFORMATION  
Proxy Statement Pursuant to Section 14(a) of the  
Securities Exchange Act of 1934 

Filed by the Registrant                     [X]                                 
Filed by a Party other than the Registrant  [ ]                                 

Check the appropriate box:                                                      
[ ]       Preliminary Proxy Statement                                           
[ ]       Confidential, for Use of the Commission Only (as permitted by Rule    
14a-6(e)(2))                                                
[X]       Definitive Proxy Statement                                            
[ ]       Definitive Additional Materials                                       
[ ]       Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12   

BriteSmile, Inc.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)  

________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement If Other Than The Registrant) 

Payment of Filing Fee (Check the appropriate box):                              

[X]       No fee required                                                       

[ ]       $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)  
or Item 22(a)(2) of Schedule 14A.                           

[ ]       Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0- 
11.                                                         

       1)  Title of each class of securities to which transaction applies:

             _________________________________________________________________

    2)  Aggregate number of securities to which transaction applies:

             _________________________________________________________________

        3)  Per unit price or other underlying value of transaction computed
             pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):

             _________________________________________________________________

4)  Proposed maximum aggregate value of transaction:        

             _________________________________________________________________

5)  Total fee paid:                                         

             _________________________________________________________________

[ ]       Fee paid previously with preliminary materials                        

[ ]       Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee
      was paid previously.  Identify the previous filing by registration
        statement number, or the For of Schedule and the date of its filing.
          1)  Amount Previously Paid:___________________________________________
          2)  Form, Schedule or Registration Statement No.______________________
          3)  Filing Party:_____________________________________________________
          4)  Date Filed:_______________________________________________________

================================================================================

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BRITESMILE, INC.  
490 North Wiget Lane  
Walnut Creek, California 94598  
(925) 941-6260  

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD JANUARY 31, 2000 

To the Shareholders:                                                            

Notice is hereby given that a Special Meeting of the Shareholders of      
BriteSmile, Inc. (the "Company") will be held at 490 North Wiget Lane, Walnut   
Creek, California 94598 on Monday, January 31, 2000, at 9:00 a.m., local time,  
and at any postponement or adjournment thereof, for the following purposes,     
which are discussed in the following pages and which are made part of this      
Notice:                                                                         

1. To approve a proposal to amend and restate the Articles of Incorporation 
of the Company in the form attached as Exhibit A; and                 

2. To consider and act upon any other matters that properly may come before 
the meeting or any adjournment thereof.                               

 The Company's Board of Directors has fixed the close of business on January
4, 2000 as the record date for the determination of shareholders having the     
right to notice of, and to vote at, the Special Meeting of Shareholders and     
any adjournment thereof. A list of such shareholders will be available for      
examination by a shareholder for any purpose related to the meeting during      
ordinary business hours at the offices of the Company at 490 North Wiget Lane,  
Walnut Creek, California 94598 during the ten days prior to the meeting.        

You are requested to date, sign and return the enclosed Proxy which is    
solicited by the Board of Directors of the Company and will be voted as         
indicated in the accompanying Proxy Statement and Proxy. Your vote is           
important. Please sign and date the enclosed Proxy and return it promptly in    
the enclosed return envelope, whether or not you expect to attend the meeting.  
The giving of your proxy as requested will not affect your right to vote in     
person if you decide to attend the meeting. The return envelope requires no     
postage if mailed in the United States. If mailed elsewhere, foreign postage    
must be affixed. Your proxy is revocable at any time before the meeting.        

                                       By Order of the Board of Directors,

                            Paul A. Boyer, Secretary

Walnut Creek, California                                                        
January 10, 2000                                                                

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BRITESMILE, INC.
490 North Wiget Lane
Walnut Creek, California 94598
(925) 941-6260

------------------  

PROXY STATEMENT 

------------------  

SPECIAL MEETING OF SHAREHOLDERS 

The enclosed Proxy is solicited by the Board of Directors of BriteSmile,  
Inc. (the "Company") for use in voting at the Special Meeting of Shareholders   
to be held at 490 North Wiget Lane, Walnut Creek, California 94598 on January   
31, 2000, at 9:00 a.m., local time, and at any postponement or adjournment      
thereof, for the purposes set forth in the attached notice. When proxies are    
properly dated, executed and returned, the shares they represent will be voted  
at the Special Meeting in accordance with the instructions of the shareholder   
completing the proxy. A shareholder giving a proxy has the power to revoke it   
at any time prior to its exercise by voting in person at the Special Meeting,   
by giving written notice to the Company's Secretary prior to the Special        
Meeting, or by giving a later dated proxy.                                      

 The presence at the meeting, in person or by proxy, of shareholders holding
in the aggregate a majority of the outstanding shares of the Company's Common   
Stock entitled to vote shall constitute a quorum for the transaction of         
business. Action on a matter is approved if the votes properly cast favoring    
the action exceed the votes cast opposing the action. Abstentions and broker    
non-votes will count for purposes of establishing a quorum, but will not count  
as votes cast for any other questions and accordingly will have no effect.      
Votes cast by shareholders who attend and vote in person or by proxy at the     
Special Meeting will be counted by inspectors to be appointed by the Company    
(it is anticipated that the inspectors will be employees, attorneys or agents   
of the Company).                                                                

  LCO Investments Ltd., the Company's principal shareholder, currently owns or
controls approximately 63% of the Company's outstanding shares of Common Stock. 
LCO has agreed with a prospective new investor that it will vote all of its     
shares in favor of the proposal to amend and restate the Company's articles as  
explained in this Proxy Statement. Accordingly, adoption of the new Amended and 
Restated Articles is assured.                                                   

The close of business on January 4, 2000 has been fixed as the record date
for determining the shareholders entitled to notice of, and to vote at, the     
Special Meeting. Each share will be entitled to one vote on all matters. As of  
the record date there were 20,140,925 shares of the Company's Common Stock      
outstanding and entitled to vote. For a description of the principal holders of 
the Company's Common Stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL       
OWNERS AND MANAGEMENT" below.                                                   

This Proxy Statement and the enclosed Proxy are being furnished to        
shareholders on or about January 10, 2000.                                      

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of January 4, 2000 regarding
beneficial stock ownership of (i) all persons known to the Company to be        
beneficial owners of more than 5% of the outstanding Common Stock, (ii) each    
director of the Company, (iii) each person who served at any time during the    
Company's last completed fiscal year as the Company's CEO, (iv) the Company's   
four most highly compensated executive officers other than the CEO who were     
serving as officers at March 31, 1999 (the end of the Company's last completed  
fiscal year), and (v) all officers and directors of the Company as a group.     
Each of the persons in the table below has sole voting power and sole           
dispositive power as to all of the shares shown as beneficially owned by them   
except as otherwise indicated.                                                  

                                                        [Enlarge/Download Table]

    Name and Address     Number of Shares Beneficially Owned Percent of Outstanding Shares(/17/)
    ----------------     ----------------------------------- -----------------------------------
                                                                                                
Executive Officers and                                                                          
 Directors                                                                                      
Anthony M. Pilaro.......             12,614,438(1)                          62.6%               
 36 Fitzwilliam Place                                                                           
 Dublin 2, IRELAND                                                                              
John L. Reed............              1,005,409(2)                          4.91%               
 490 North Wiget Lane                                                                           
 Walnut Creek, CA 94598                                                                         
Linda S. Oubre..........                107,696(3)                             *                
 490 North Wiget Lane                                                                           
 Walnut Creek, CA 94598                                                                         
Andrew J. Hofmeister....                 97,397(4)                             *                
 490 North Wiget Lane                                                                           
 Walnut Creek, CA 94598                                                                         
David W. Bruhin.........                 92,831(5)                             *                
 490 North Wiget Lane                                                                           
 Walnut Creek, CA 94598                                                                         
Paul Dawson.............                327,397(6)                          1.62%               
 36 Fitzwilliam Place                                                                           
 Dublin 2, Ireland                                                                              
Richard V. Trefz........                152,831(7)                             *                
 490 North Wiget Lane                                                                           
 Walnut Creek, CA 94598                                                                         
Michael F. Bonner.......                100,000(8)                             *                
 Airport Business Center                                                                        
 200 Diplomat Drive, Bay                                                                        
  204                                                                                           
 Lester, PA 19113                                                                               
R. Eric Montgomery......                309,707(9)                          1.52%               
 29 Fairview Road                                                                               
 P. O. Box 487                                                                                  
 Monterey, MA 01245                                                                             
Jennifer Scott..........                 40,423(10)                            *                
 121 Madison Ave.                                                                               
 Apt. 6-I                                                                                       
 New York, N.Y. 10016                                                                           
Bruce V. Wainright......                 69,177(11)                            *                
 1121 Silver Oaks Ct.                                                                           
 Raleigh, N.C. 27614                                                                            

2 

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                                                        [Enlarge/Download Table]

    Name and Address     Number of Shares Beneficially Owned Percent of Outstanding Shares(/17/)
    ----------------     ----------------------------------- -----------------------------------
                                                                                                
Peter Schechter.........                 20,000(12)                            *                
 1850 M Street, Suite                                                                           
  560                                                                                           
 Washington, D.C. 20036                                                                         
Bradford G. Peters......                456,621(13)                         2.27%               
 1633 Broadway, 33rd                                                                            
  Floor                                                                                         
 New York, New York                                                                             
  10019                                                                                         
Harry Thompson..........                100,000(14)                            *                
 169 East 78th Street                                                                           
 New York, New York                                                                             
  10021                                                                                         
All Officers and                                                                                
 Directors..............             15,493,927(15)                         72.4%               
 as a Group (14 persons)                                                                        
LCO Investments                                                                                 
 Limited................             12,614,438(16)                         62.6%               
 Canada Court                                                                                   
 Upland Road                                                                                    
 St. Peter Port                                                                                 
 Guernsey                                                                                       
 Channel Islands                                                                                

--------                                                                        
*  Constitutes less than 1%.                                                

(1) Represents 12,429,438 shares owned directly or beneficially by LCO        
 Investments Limited, and 185,000 shares held by entities over which CAP
Advisers Limited shares voting power. Mr. Pilaro is Chairman of CAP   
  Advisers Limited. CAP Advisers is the sole trustee of the ERSE Trust, of
which LCO Investments Limited is a wholly-owned subsidiary. Mr. Pilaro
disclaims beneficial ownership of Company shares owned by LCO.        
(2) Includes 655,409 shares owned beneficially, and 350,000 shares which Mr.  
    Reed has the right to acquire upon the exercise of vested options at $2.50
per share.                                                            
(3) Includes 27,696 shares owned beneficially, and options to purchase 80,000 
shares presently exercisable at $1.75 per share.                      
(4) Includes 37,397 shares owned beneficially, options to purchase 40,000     
shares presently exercisable at $1.75 per share, options to purchase  
10,000 shares presently exercisable at $2.75 per share, and options to
purchase 10,000 shares presently exercisable at $13.375 per share.    
(5) Includes 22,831 shares owned beneficially, options to purchase 50,000     
shares presently exercisable at $1.75 per share, options to purchase  
10,000 shares presently exercisable at $1.00 per share, and options to
purchase 10,000 shares presently exercisable at $2.75 per share.      
(6) Includes 227,397 shares owned beneficially, and 100,000 shares which Mr.  
Dawson has the right to acquire upon the exercise of vested options at
$6.00 per share.                                                      
(7) Includes 47,831 shares owned beneficially, and options to purchase 105,000
shares presently exercisable at $1.75 per share.                      
(8) Includes 50,000 shares owned beneficially, and options to purchase 50,000 
shares presently exercisable at $1.00 per share.                      
(9) Includes 34,707 shares owned beneficially of record by Mr. Montgomery,    
options to purchase 175,000 shares presently exercisable at $1.75 per 
share, and options to purchase 100,000 shares held by Oraceutical LLC 
  presently exercisable at $1.75 per share. Mr. Montgomery is a Manager of
Oraceutical LLC.                                                      
(10) Includes 20,423 shares owned beneficially, and options to purchase 20,000  
shares presently exercisable at $1.0625 per share.                    

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(11) Includes 38,677 shares owned beneficially, options to purchase 20,000      
  shares presently exercisable at $2.50 per share, and options to purchase
10,500 shares presently exercisable at $6.375 per share.              
(12) Represents options to purchase 20,000 shares presently exercisable at      
$11.25 per share.                                                     
(13) Includes 456,621 shares owned by Andrew J. McKelvey over which Mr. Peters  
has or shares investment control.                                     
(14) Includes options to purchase 100,000 shares presently exercisable at $1.50 
per share.                                                            
(15) Includes presently exercisable options to purchase 1,260,500 shares.       
(16) Represents 12,429,438 shares owned directly or beneficially by LCO         
 Investments Limited, and 185,000 shares held by entities over which CAP
    Advisers Limited shares voting power. LCO Investments Limited is a wholly-
   owned subsidiary of the ERSE Trust. The sole trustee of the ERSE Trust is
  CAP Advisers Limited. Mr. Pilaro, a director of the Company, is Chairman
of CAP Advisers Limited. Mr. Pilaro disclaims beneficial ownership of 
Company shares owned by LCO.                                          
(17) All percentages are calculated based upon a total number of shares         
outstanding of 20,140,925 as of January 4, 2000, plus that number of  
   options exercisable within the next 60 days by the named security holder.

----------------  

PROPOSAL 1-- ADOPT AMENDED AND RESTATED ARTICLES OF INCORPORATION 

At the Special Meeting, the shareholders will consider and vote upon a    
proposal to amend and restate in one document the Articles of Incorporation of  
the Company, in the form of the Amended and Restated Articles of Incorporation  
(the "New Articles") attached as Exhibit A and by this reference made a part    
hereof.                                                                         

Background                                                                    

The Company was initially incorporated in Utah in 1984. In 1992, the Utah 
legislature repealed the state's Business Corporation Act and adopted the       
Revised Utah Business Corporation Act (the "Revised Act"). Adoption of the      
Revised Act reflected an effort by the state legislature to modernize and       
update Utah's laws regarding business corporations. Since the adoption of the   
Revised Act, the Company has amended its Articles of Incorporation only once in 
1998 for the sole purpose of changing the name of the Company to BriteSmile,    
Inc. The Board of Directors believes the Company should adopt the following     
amendments to its Articles of Incorporation to take advantage of certain        
corporate law changes adopted in Utah's Revised Act, to simplify and clarify    
the Company's corporate charter, to facilitate future financings of the Company 
in general, and in particular, to satisfy a condition precedent to closing a    
stock purchase agreement between the Company and prospective private investors. 

Business Purpose and Powers                                                   

Article III of the current Articles of Incorporation of the Company (the  
"Old Articles") provides that the business purpose of the Company is "the       
research, development, manufacture and sale of lasers and all business          
associated therewith," and that the Company "shall have all of the powers       
granted or allowed by the Utah Business Corporation Act, as may be amended from 
time to time, and all of the powers necessary or convenient to effect any or    
all of the purposes for which this corporation is organized."                   

In keeping with the change of the Company's core business to teeth        
whitening, the development and use of light-activated teeth whitening devices,  
and to facilitate the Company's securing of future financing of this new area   
of business, the Board of Directors has proposed that the Company amend Article 
III of the Old Articles to provide that the business purpose of the Company     
will include "any and all lawful acts, activities, and pursuits for which       
corporations may presently or hereafter be organized under the Revised Act." In 
particular, the closing of the sale of shares of the Company's Common Stock     
pursuant to a stock purchase agreement with private investors is conditioned on 
satisfaction of various conditions precedent, including the Company's calling   
of a Special Meeting of Shareholders for the purpose of updating and expanding  
the business purpose clause of the Old Articles as explained above.             

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The broader "purpose" language of the proposed New Articles is used       
routinely in the articles of incorporation of other companies. Although the     
Company's Board is not aware of specific new lines of business opportunities    
for the Company, the Board believes that the proposed expansion and updating of 
the Company's business purpose clause will give the Company the flexibility to  
take advantage of future business opportunities that may arise which complement 
its current teeth whitening business.                                           

The New Articles will also amend the "powers" clause of the Company's     
Articles of Incorporation. Proposed Article II of the New Articles does not     
reflect a substantive change from the Old Articles, but simplifies the Articles 
to provide that the Company has "all powers allowed by law," including but not  
limited to certain generic powers enumerated in the Revised Act. The Old        
Articles attempts to list the powers of the Company. The Company desires to     
avoid the enumeration of specific powers so that the listing of specific powers 
is not misinterpreted to limit the meaning of the grant of general powers.      

Duration                                                                      

 The New Articles delete Article II of the Old Articles, which provided that
the duration of Company is perpetual. Old Article II is unnecessary because     
Utah law presumes that the duration of all corporations is perpetual.           

Limitation of Liability of Directors                                          

Article IV of the New Articles is not a substantive change from the Old   
Articles. However, new Article IV conforms the language of the Company's        
charter with current language of the Revised Act regarding limitations on the   
personal liability of the Company's directors to its shareholders for breach of 
duties to the Company. New Article IV provides that no director of the Company  
will be personally liable to the Company or its shareholders for monetary       
damages for any action taken or any failure to take any action as a director,   
except as specifically provided. The limitation of liability thus provided does 
not extend to: (a) the amount of a financial benefit received by a director to  
which he is not entitled, (b) an intentional infliction of harm on the Company  
or its shareholders, (c) violation of the provisions of the Revised Act         
regarding unlawful corporate distributions to shareholders, and (d) intentional 
violations of criminal law.                                                     

Pre-emptive Rights                                                            

 The New Articles delete Article VI of the Old Articles, which provides that
the shareholders shall not have pre-emptive rights to acquire shares of Common  
Stock of the Company. Article VI of the Old Articles is unnecessary because the 
Revised Act now provides that shareholders do not have pre-emptive rights       
unless the Company's articles provide otherwise.                                

Power of Directors to Mortgage or Pledge Property                             

  The New Articles delete Article VII of the Old Articles, which provides that
directors have the right to mortgage or pledge property or assets of the        
Company. This Article is unnecessary because the Revised Act Utah law provides  
this power to directors, unless specifically restricted in the articles.        

Common Directors                                                              

The New Articles delete Article VIII of the Old Articles, which provided a
safe harbor for directors that may have a conflict of interest with respect to  
actions taken by the Company. Article VIII of the Old Articles is unnecessary   
because director conflict of interest transactions are governed by the specific 
provisions of Sections 16-10a-850 through 853 of the Revised Act, which cannot  
be restricted or limited by conflicting provisions in the Company's Articles.   

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Action by Shareholder Consent                                                 

Section V of the New Articles provides that, consistent with the statutory
provisions of Section 16-10a-704 of the Revised Act, any action which may be    
taken at any annual or special meeting of shareholders may be taken without a   
meeting, and without prior written notice, if written consent to the action is  
obtained from holders of the Company's outstanding shares of Common Stock       
having not less than the minimum votes necessary to authorize the action.       

This proposed amendment is designed to enable the Company to take         
shareholder action without incurring the expense and delays commonly associated 
with holding special meetings of shareholders for the approval of Company       
actions requiring shareholder approval. At present, the practical effect and    
potential savings in time and expense of Section V of the New Articles is       
limited. Current rules of the American Stock Exchange require that a company    
listed on the Exchange hold a meeting of its stockholders and solicit proxies   
(pursuant to a proxy statement conforming to the proxy rules of the Securities  
and Exchange Commission), unless the Exchange expressly permits the             
solicitation of written consents from all stockholders of record in lieu of     
holding a special meeting. AMEX rules also provide that written consents of     
shareholders may not be used at any time in connection with the election of     
directors or for other major corporate action.                                  

The Company intends to maintain its listing on AMEX, or on some other     
national exchange or recognized national securities market. Accordingly, the    
practical benefit to the Company of soliciting shareholder consents rather than 
calling special meetings of shareholders would be the saving of costs           
associated with holding a meeting, such as the reservation and rental of the    
meeting facility, travel costs for shareholders, and the formalities of         
conducting a meeting such as presentations by officers and vote tabulation at   
the meeting by inspectors of election.                                          

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL 
TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY.

----------------  

OTHER MATTERS 

As of the date of this Proxy Statement, the Board of Directors of the     
Company does not intend to present, and has not been informed that any other    
person intends to present, a matter for action at the Special Meeting other     
than as set forth herein and in the Notice of Special Meeting. If any other     
matter properly comes before the meeting, it is intended that the holders of    
proxies will act in accordance with their best judgment.                        

The accompanying proxy is being solicited on behalf of the Board of       
Directors of the Company. In addition to the solicitation of proxies by mail,   
certain of the officers and employees of the Company, without extra             
compensation, may solicit proxies personally or by telephone. The Company will  
also request brokerage houses, nominees, custodians and fiduciaries to forward  
soliciting materials to the beneficial owners of Common Stock held of record    
and will reimburse such persons for forwarding such material. The cost of this  
proxy solicitation will be borne by the Company.                                

                                      By Order of the Board of Directors

                            Paul A. Boyer, Secretary

Walnut Creek, California                                                        
January 10, 2000                                                                

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APPENDICES

1. FORM OF PROXY                                                                

2. FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION                       

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                                                                       EXHIBIT A

ARTICLES ADOPTING 

AMENDED AND RESTATED ARTICLES OF INCORPORATION

BRITESMILE, INC.

Pursuant to Section 16-10a-1007 of the Utah Revised Business Corporation  
Act, as amended (the "Act"), BriteSmile, Inc., a Utah corporation (the          
"Corporation"), adopts the following Articles of Amendment and Restatement of   
its Articles of Incorporation, which amendment constitutes an amendment and     
restatement of the Articles of Incorporation of the Corporation.                

FIRST: The name of the Corporation is BriteSmile, Inc.                    

SECOND: The Corporation's Articles of Incorporation are hereby amended and
restated to read in their entirety as follows:                                  

ARTICLE I--NAME 

The name of this corporation is BriteSmile, Inc.                          

ARTICLE II--PURPOSES AND POWERS 

The Corporation is organized to engage in any and all lawful acts,        
activities, and/or pursuits for which corporations may presently or hereafter   
be organized under the Utah Revised Business Corporation Act.                   

The Corporation shall have all powers allowed by law, including without   
limitation those powers described in Section 16-10a-302 of the Utah Revised     
Business Corporation Act, as amended and supplemented. The purposes stated      
herein shall be construed as powers as well as purposes and the enumeration of  
a specific purpose or power shall not be construed to limit or restrict the     
meaning of general terms or the general powers; nor shall the expression of one 
thing be deemed to exclude another not expressed, although it be of like        
nature.                                                                         

ARTICLE III--CAPITAL STOCK

 The aggregate number of shares of Common Stock which this corporation shall
have authority to issue is Fifty Million (50,000,000) shares, $0.001 par value  
per share. All voting rights of the Corporation shall be exercised by the       
holders of the Common Stock and the holders of the Common Stock of the          
Corporation shall be entitled to receive the net assets of the Corporation upon 
dissolution. All shares of the Common Stock shall be fully paid and             
nonassessable.                                                                  

ARTICLE IV--LIMITATION OF LIABILITY 

 Within the meaning of and in accordance with Section 16-10a-841 of the Utah
Revised Business Corporation Act:                                               

(1) No director of the Corporation shall be personally liable to the  
Corporation or its shareholders for monetary damages for any action taken   
or any failure to take any action as a director, except as provided in this 
Article IV.                                                                 

(2) The limitation of liability contemplated in this Article IV shall 
not extend to (a) the amount of a financial benefit received by a director  
to which he is not entitled, (b) an intentional infliction of harm on       

DEFS14A 11th Page of 13 TOC 1st Previous Next ↓Bottom Just 11th
the Corporation or its shareholders, (c) a violation of Section 16-10a-842  
of the Utah Revised Business Corporation Act, or (d) an intentional         
violation of criminal law.                                                  

  (3) Any repeal or modification of this Article IV by the shareholders of
the Corporation shall not adversely affect any right or protection of a     
director of the Corporation existing at the time of such repeal or          
modification.                                                               

(4) Without limitation, this Article IV shall be applied and          
interpreted, and shall be deemed to incorporate, any provision of the Utah  
Revised Business Corporation Act, as the same exists or may hereafter be    
amended, any provision of any act that may replace or supplement the Utah   
Revised Business Corporation Act, as well as any applicable interpretation  
of Utah law, so that personal liability of directors and officers of the    
Corporation to the Corporation or its shareholders, or to any third person, 
shall be eliminated or limited to the fullest extent as from time to time   
permitted by Utah law.                                                      

ARTICLE V--ACTION BY SHAREHOLDER CONSENT

  Within the meaning of and in accordance with Sections 16-10a-704 and 1704(4)
of the Utah Revised Business Corporation Act, and subject to the qualifications 
and limitations thereof, and of any applicable rules of any exchange or market  
on which the Company's shares may be traded:                                    

Any action which may be taken at any annual or special meeting of         
shareholders may be taken without a meeting and without prior notice, if one or 
more consents in writing, setting forth the action so taken, shall be signed by 
the holders of outstanding shares having not less than the minimum number of    
votes that would be necessary to authorize or take the action at a meeting at   
which all shares entitled to vote thereon were present and voted.               

  THIRD: These Amended and Restated Articles of Incorporation were recommended
to the shareholders by the Board of Directors pursuant to a resolution of the   
Board of Directors dated December 22, 1999, and adopted by the holders of a     
majority of the Company's issued and outstanding shares of Common Stock at a    
Special Meeting of Shareholders of the Company held on                , 2000.   

 FOURTH: The number of shares of Common Stock of the Corporation outstanding
and entitled to vote thereon at the time of such adoption was                 , 
with        shares being represented at the meeting. The number of votes cast   
in favor of adoption of the Articles was                 . The number of votes  
cast against adoption of the Articles was          .                            

DATED effective this       day of January, 2000.                          

                    BRITESMILE, INC.

                                         By: _________________________________
                                          Paul A. Boyer, CFO and Secretary

2 

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BRITESMILE, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

The undersigned hereby appoints John L. Reed and Paul A. Boyer and each of  
them as Proxies, with full power of substitution, and hereby authorizes them to 
represent and vote, as designated below, all shares of Common Stock of the      
Company held of record by the undersigned on January 4, 2000 at the Special     
Meeting of Shareholders to be held at 490 North Wiget Lane, Walnut Creek,       
California 94598, on Monday, January 31, 2000, at 9:00 a.m., local time, or at  
any adjournment thereof.                                                        

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN   
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE     
VOTED FOR PROPOSAL 1.                                                           

(Continued on reverse side) 

DEFS14A Last Page of 13 TOC 1st Previous Next ↓Bottom Just 13th
1. To adopt and approve the            2. In their discretion, the Proxies are  
amendments to the Company's            authorized to vote upon such other 
 Articles of Incorporation in the       business as may properly come before
form of the Amended and Restated       the Special Meeting.               
Articles of Incorporation                                                 
attached as Exhibit A to the                                              
Company's Proxy Statement dated                                           
January 10, 2000.                                                         

                                      DATED: ___________________________, 2000

                                      ________________________________________
[_] FOR   [_] AGAINST  [_] ABSTAIN   Signature                              

                                      ________________________________________
                               Signature of joint holder, if any

                                   PLEASE SIGN EXACTLY AS THE SHARES ARE
                                   ISSUED. WHEN SHARES ARE HELD BY JOINT
                                     TENANTS, BOTH SHOULD SIGN. WHEN SIGNING
                                   AS ATTORNEY, AS EXECUTOR, ADMINISTRA-
                                   TOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
                                   FULL TITLE AS SUCH. IF A CORPORATION,
                                   PLEASE SIGN IN FULL CORPORATE NAME BY
                                    PRESIDENT OR OTHER AUTHORIZED OFFICER.
                                    IF A PARTNERSHIP, PLEASE SIGN IN PART-
                                NERSHIP NAME BY AUTHORIZED PERSON.
                                     PLEASE DATE, SIGN AND RETURN THIS PROXY
                              CARD PROMPTLY USING THE ENCLOSED
      ENVELOPE

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFS14A’ Filing	Date	First	Last	Other Filings

For Period End:	1/31/00	2	12
Filed on:	1/11/00
	1/10/00	2	13
	1/4/00	2	12
	12/22/99	11
	3/31/99	4		10KSB, NT 10-K
				List all Filings

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Filing Submission 0001021408-00-000074 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

BSML Inc – ‘DEFS14A’ for 1/31/00

On: Tuesday, 1/11/00 · For: 1/31/00 · Accession #: 1021408-0-74 · File #: 1-11064

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents