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. 22 TO SCHEDULE 13D)
Under the Securities Exchange Act of 1934
BSML, 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)
September 15, 2008
(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. [_]
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | LCO INVESTMENTS LIMITED |
| (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 | 4,086,637 |
| (8) | Shared voting power | None |
| (9) | Sole dispositive power | 4,086,637 |
| (10) | Shared dispositive power | None |
| (11) | Aggregate amount beneficially owned | 4,341,173 |
| 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) | 38.75% | |
| (14) | Type of reporting person (see | |
| instructions) | CO | |
Page 2 of 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | THE ERSE TRUST |
| (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 owned | 4,341,173 |
| 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) | 38.75% | |
| (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 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | CAP ADVISERS LIMITED |
| (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 | 90,338 |
| (8) | Shared voting power | 7,136 |
| (9) | Sole dispositive power | 90,338 |
| (10) | Shared dispositive power | 7,136 |
| (11) | Aggregate amount beneficially owned | 4,438,647 |
| 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) | 39.6% | |
| (14) | Type of reporting person (see | |
| instructions) | CO | |
Page 4 of 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | ANTHONY M. PILARO |
| (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 owned | 4,443,147 |
| 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) | 39.65% | |
| (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 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | AMP TRUST |
| (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 owned | 4,500 |
| 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) | 0.04% | |
| (14) | Type of reporting person (see | |
| instructions) | OO (Trust) | |
Page 6 of 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | CAP CHARITABLE FOUNDATION |
| (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 owned | 7,500 |
| 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) | 0.066% | |
| (14) | Type of reporting person (see | |
| instructions) | OO (Trust) | |
Page 7 of 14
SCHEDULE 13D
CUSIP NO. 110415205
| (1) | Name of reporting persons | CAP PROPERTIES LIMITED |
| (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 | 254,536 |
| (8) | Shared voting power | None |
| (9) | Sole dispositive power | 254,536 |
| (10) | Shared dispositive power | None |
| (11) | Aggregate amount beneficially owned | 254,536 |
| 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) | 2.27% | |
| (14) | Type of reporting person (see | |
| instructions) | CO | |
Page 8 of 14
SCHEDULE 13D
CUSIP NO. 110415106
| (1) | Name of reporting persons | JOHN L. REED |
| (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) | PF |
| (5) | Check if disclosure of legal | |
| proceedings is required pursuant to | ||
| items 2(d) or 2(e) | ¨ | |
| (6) | Citizenship or place of organization | UNITED STATES |
| Number of shares beneficially owned by | ||
| each reporting person with: | ||
| (7) | Sole voting power | 293,378 |
| (8) | Shared voting power | None |
| (9) | Sole dispositive power | 292,378 |
| (10) | Shared dispositive power | None |
| (11) | Aggregate amount beneficially owned | 292,378 |
| 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) | 2.6% | |
| (14) | Type of reporting person (see | |
| instructions) | IN | |
Page 9 of 14
BRITESMILE, INC. SCHEDULE 13D
AMENDMENT NO. 22
NOTE: This Amendment No. 22 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, by an Amendment No. 15 filed on January 7, 2004, by an Amendment No. 16 filed on June 2, 2006, by an Amendment No. 17 filed on June 14, 2006, by an Amendment No. 18 filed on June 30, 2006, by an Amendment No. 19 filed on December 14, 2006, by an Amendment No. 20 filed on December 27, 2007 and by an Amendment No. 21 filed on April 16, 2007. This Amendment No. 22 is filed on behalf of LCO Investments Limited, The ERSE Trust, CAP Advisers Limited, Anthony M. Pilaro, the AMP Trust, CAP Charitable Foundation, CAP Properties Limited and John L. Reed.
This Amendment No. 22 is being filed to reflect (a) the acquisition by LCO Investments Limited on September 15, 2008 of 433,335 shares of the Company’s Common Stock, (b) the liquidating distribution by Excimer Vision Leasing L.P. of 254,536 shares of the Company’s Common Stock to CAP Properties Limited, and (c) that neither Mr. Pilaro nor Mr. Reed is presently a director, officer or employee of the Company. There has been no change in the information set forth in response to Items 2, 4 and 6 of this Schedule 13D. Accordingly, those Items are omitted from this Amendment No. 22.
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 1. Identity and Background
Item 1 is amended insofar as necessary to indicate that Excimer Vision Leasing L.P. is no longer a member of the group filing this Schedule 13D.
Item 1 is further amended insofar as necessary to reflect that (i) neither Mr. Pilaro nor Mr. Reed is presently a director, officer or employee of the Company, (ii) Mr. Reed’s address is 125 Hanapepe Loop, Honolulu, Hawaii 96825, and (iii) Mr. Reed is retired.
Item 3. Source and Amount of Funds or other Consideration.
Item 3 is amended to make reference to the cover pages of this Amendment No. 22 for the source of funds, if applicable, used by each person listed in Item 2 to acquire the Common Stock which is beneficially owned by such person.
Page 10 of 14
Item 5. Interest in Securities of the Issuer.
Item 5(a)
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 the Company’s outstanding Common Stock which is beneficially owned by each person listed in Item 2.
Item 5(c)
On September 15, 2008, LCO Investments Limited acquired 433,335 shares of the Company’s Common Stock at a price of $0.20 per share. The acquisition was made in a private transaction.
On September 30, 2008, CAP Properties Limited acquired 254,536 shares of the Company’s Common Stock as a distribution made by Excimer Vision Leasing L.P. in connection with the liquidation of Excimer Vision Leasing L.P.
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 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 JJ which was previously filed 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.
Exhibit LL filed herewith 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 John L. Reed.
Page 11 of 14
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: October 7, 2008
| 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 | ||
| AMP TRUST | ||
| By: | /s/ Craigh Leonard | |
|
Craigh Leonard, Attorney-in-Fact |
||
| CAP CHARITABLE FOUNDATION | ||
| By: | /s/ Craigh Leonard | |
|
Craigh Leonard, Attorney-in-Fact |
||
Page 12 of 14
| CAP PROPERTIES LIMITED | ||
| By: | /s/ Craigh Leonard | |
|
Craigh Leonard, Attorney-in-Fact |
||
| /s/ Craigh Leonard | ||
|
John L. Reed, by Craigh Leonard Attorney-in-Fact |
||
Page 13 of 14