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)
Under the Securities Exchange Act of 1934
BRITESMILE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001
(Title of Class of Securities)
461909 20 2
(CUSIP Number)
CRAIGH LEONARD, ESQ.
BINGHAM DANA LLP
399 PARK AVENUE
NEW YORK, NY 10022
(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.
SCHEDULE 13D
CUSIP NO. 461909 20 2
(1) Name of reporting persons.................... CAP II Trust by The Bank of Nova Scotia Trust Company
Channel Islands Limited, as Trustee
S.S. or I.R.S. identification Nos. of above
persons
(2) Check the appropriate box if a member of a (a) [_]
group (see instructions).....................
(b) [x]
(3) SEC use only.................................
(4) Source of funds (see instructions)........... 00
(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............................ 1,000,000
(8) Shared voting power.......................... 0
(9) Sole dispositive power....................... 1,000,000
(10) Shared dispositive power..................... 0
(11) Aggregate amount beneficially owned by each
reporting person............................. 1,000,000
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions)... [_]
(13) Percent of class represented by amount in Row
(11) 2.84%
(14) Type of reporting person (see instructions).. 00 (Trust)
CUSIP NO. 461909 20 2
(1) Name of reporting persons.................... ACP II Trust by The Bank of Nova Scotia Trust Company
Channel Islands Limited as Trustee
S.S. or I.R.S. identification Nos. of above
persons
(2) Check the appropriate box if a member of a
group (see instructions)..................... (a) [_]
(b) [x]
(3) SEC use only.................................
(4) Source of funds (see instructions)........... 00
(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............................ 1,000,000
(8) Shared voting power.......................... 0
(9) Sole dispositive power....................... 1,000,000
(10) Shared dispositive power..................... 0
(11) Aggregate amount beneficially owned by each
reporting person............................. 1,000,000
(12) Check if the aggregate amount in Row (11)
excludes certain shares (see instructions)...
(13) Percent of class represented by amount in Row
(11) 2.84%
(14) Type of reporting person (see instructions).. 00 (Trust)
Neither the filing of this of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission that any Reporting Person is
acting with any other Reporting Person or with LCO Investments Limited ("LCO
Investments") or any affiliate of LCO Investments as a member of a "group" with
respect to the securities of the Company for purposes of Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, or for
any other purpose, and the existence of any such "group" is expressly disclaimed
hereby.
Item 1. Security and Issuer
This Statement relates to the Common Stock, par value $.001
per share (the "Common Stock"), of Britesmile, Inc., formerly known as Ion Laser
Technology, Inc. (the "Company"), which, to the best knowledge of CAP II Trust
("CAP II") and ACP II Trust ("ACP II"), the persons filing this Statement (the
"Reporting Persons"), is a corporation organized under the laws of Utah with its
principal executive offices at 490 North Wiget Lane, Walnut Creek, California
94598.
Item 2. Identity and Background
CAP II Trust
(a) CAP II Trust
(b) The business address of CAP II is c/o its sole trustee, The
Bank of Nova Scotia Trust Company Channel Islands Limited
("BNS") at PO Box 60, Kensington Chambers, Kensington Place,
St. Helier, Jersey, Channel Islands JE49PE.
(c) The principal business of CAP II is to serve as a private
trust to hold and invest funds for the benefit of certain
individuals.
(d) CAP II has not, during the last five years, been convicted in
any criminal proceeding (excluding any traffic violations or
similar misdemeanors).
(e) CAP II, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding it was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal, or state securities laws or finding any
violation with respect to such laws.
(f) CAP II is a trust organized under the laws of Jersey, Channel Islands
ACP II Trust
(a) ACP II Trust
(b) The business address of ACP II is c/o its sole trustee, BNS,
at PO Box 60, Kensington Chambers, Kensington Place, St. Helier,
Jersey, Channel Islands JE49PE.
(c) The principal business of ACP II is to serve as a private
trust to hold and invest funds for the benefit of certain
individuals.
(d) ACP II has not, during the last five years, been convicted in
any criminal proceeding (excluding any traffic violations or
similar misdemeanors).
(e) ACP II, during the last five years, has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding it was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal, or state securities laws or finding any
violation with respect to such laws.
(f) ACP II is a trust organized under the laws of Jersey, Channel Islands
BNS
(a) The sole trustee of each of the Reporting Persons is BNS.
(b) The business address of BNS is PO Box 60, Kensington Chambers,
Kensington Place, St. Helier, Jersey, Channel Islands JE49PE.
(c) BNS's principal occupation with respect to the Reporting Persons is to
act as the sole trustee of the Reporting Persons.
(d) In its capacity as trustee of the Reporting Persons, BNS has
not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) In its capacity as trustee of the Reporting Persons, BNS has
not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding it was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal, or state securities laws or finding any violation
with respect to such laws.
(f) BNS is a trust company organized under the laws of Jersey,
Channel Islands.
The inclusion of BNS should not be construed as an admission that BNS is, for
purposes of Section 13(d) of the Securities Exchange Act, the beneficial owner
of any securities covered by this Statement.
Item 3. Source and Amount of Funds or Other Consideration
The securities described in Item 5 were given to both
Reporting Persons as gifts on July 11, 2001 by LCO Investments.
Item 4. Purpose of Transaction
Both transactions were gifts.
Item 5. Interest in Securities of the Issuer
(a) As of the date here of, the Reporting Persons each directly
hold and beneficially own 1,000,000 share of Common Stock,
which collectively constitutes 5.67% of the 35,234,472 shares
of Common Stock which are believed to be the total number of
shares of Common Stock outstanding on the date hereof.
(b) In its capacity as trustee, BNS has the sole voting and dispositive
power of all of the shares of Common Stock held by the Reporting
Persons.
(c) None.
(d) No person other than both of the Reporting Persons and BSN, as the sole
trustee of each of the Reporting Persons, is known to have the right to
receive or the power to direct the receipt of dividends from or the
proceeds from the sale of, the shares of Common Stock described in this
Item 5.
(e) Not applicable.
Item 6. Contract, Arrangements, understandings or Relationships with Respect to
Securities of the Issuer
Except for the information set forth in Items 3, 4, and 5 of
this Statement, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons named in Item 2 above or
between such persons and any other person, with respect to the securities of the
Company.
Item 7. Material to be Filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Dated: July 20, 2001
CAP II TRUST
By: The Bank of Nova Scotia Trust
Company Channel Islands Limited,
as sole trustee
By: /s/K. C. Brierley
Name: K.C. Brierley
Title: Director
By: /s/P J. Embery
Name: P.J. Embery
Title: Alternate Director
ACP II TRUST
By: The Bank of Nova Scotia Trust
Company Channel Islands Limited,
as sole trustee
By: /s/K.C. Brierley
Name: K.C. Frierley
Title: Director
By: /s/P.J. Embery
Name: P.J. Embery
Title: Alternate Director