UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LIGHT SAVERS U.S.A., INC.
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(Name of issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of class of securities)
53222B 10 6
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(CUSIP number)
Jerry M. Seslowe
c/o Resource Holdings Associates, L.P.
520 Madison Avenue, 40th Floor
New York, New York 10022
(212) 980-3883
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 28, 1996
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(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Holdings Associates, L.P. (13-3175657)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 500,000(2)
OWNED BY ---------------------------------------------------------
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
500,000(2)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option (as defined below) was granted to Resource Holdings
Associates, L.P., a New York limited partnership (the "Partnership") by
Light Savers U.S.A., Inc. ("Light Savers") as compensation for services
rendered as a consultant.
(2) Consists of a presently exercisable option granted to the Partnership
by Light Savers to purchase 500,000 shares of Common Stock of Light
Savers at a purchase price equal to $2.00 per share (the "Option").
<PAGE>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Holdings Limited (13-3154862)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 500,000(2)
OWNED BY EACH ---------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
0
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
500,000(2)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Light Savers as
compensation for services rendered as a consultant.
(2) Resource Holdings Limited, a New York corporation (the "General
Partner"), is the general partner of the Partnership and consequently,
is deemed to be a beneficial owner of the 500,000 shares of Light
Savers Common Stock underlying the Option.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry M. Seslowe (###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO(1), PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 116,668(2)
OWNED BY EACH ---------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
500,000(3)
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,668(2)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
500,000(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,668
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Light Savers as
compensation for services rendered as a consultant.
(2) Consists of shares of Light Savers Common Stock owned individually by
Mr. Seslowe.
(3) Mr. Seslowe is a Managing Director of the General Partner and
consequently, is deemed to be a beneficial owner of the 500,000 shares
of Light Savers Common Stock underlying the Option.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard A. Bartlett (###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO(1), PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 116,666(2)
OWNED BY EACH ---------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
500,000(3)
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,666(2)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
500,000(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
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14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Light Savers as
compensation for services rendered as a consultant.
(2) Consists of shares of Light Savers Common Stock owned individually by
Mr. Bartlett.
(3) Mr. Bartlett is a Managing Director of the General Partner and
consequently, is deemed to be a beneficial owner of the 500,000 shares
of Light Savers Common Stock underlying the Option.
<PAGE>
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John C. Shaw (###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO(1), PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 116,666(2)
OWNED BY EACH ---------------------------------------------------------
REPORTING
PERSON WITH
8 SHARED VOTING POWER
500,000(3)
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
116,666(2)
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
500,000(3)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,666
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) The Option was granted to the Partnership by Light Savers as
compensation for services rendered as a consultant.
(2) Consists of shares of Light Savers Common Stock owned individually by
Mr. Shaw.
(3) Mr. Shaw is a Managing Director of the General Partner and
consequently, is deemed to be a beneficial owner of the 500,000 shares
of Light Savers Common Stock underlying the Option.
<PAGE>
Item 1. SECURITY AND ISSUER
The title of the class of equity security to which this
statement relates is the Common Stock, $.01 par value per share, of Light Savers
U.S.A., Inc., a New York corporation ("Light Savers"), and the address of its
principal executive offices is 509 Madison Avenue, Suite 1114, New York, New
York 10022.
Item 2. IDENTITY AND BACKGROUND
(a) This statement is being filed as a group by Resource
Holdings Associates, L.P., a New York limited partnership (the "Partnership"),
Resource Holdings Limited, a New York corporation, the Partnership's general
partner (the "General Partner"), Jerry M. Seslowe, Richard A. Bartlett and John
C. Shaw (collectively, the "Reporting Group").
(b) The business address of each of the Reporting Group is c/o
Resource Holdings Associates, L.P., 520 Madison Avenue, 40th Floor, New York,
New York 10022.
(c) The Partnership's principal business is investments
(mostly for its own account). The General Partner's principal business is
management of the Partnership. Each of Messrs. Seslowe, Bartlett and Shaw is a
Managing Director of the General Partner.
(d) During the last five years, no member of the Reporting
Group has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, no member of the Reporting
Group has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction subjecting him 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) The Partnership is a New York limited partnership. The
General Partner is a New York corporation. Each of Messrs. Seslowe and Bartlett
are citizens of the United States and reside in the State of New York. Mr. Shaw
is a citizen of United States and resides in the state of Connecticut.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 28, 1996, the Partnership was granted a
non-qualified option to purchase 500,000 shares of Common Stock of Light Savers
at a purchase price of $2.00 per share (the "Option") as compensation for
services rendered as a consultant to Light Savers. The Option is presently
exercisable.
<PAGE>
On May 17, 1996, each of Messrs. Seslowe, Bartlett and Shaw
acquired 33,334, 33,333 and 33,333 shares of Light Savers Common Stock,
respectively. Each of Messrs. Seslowe, Bartlett and Shaw used personal funds to
acquire the aforementioned shares.
On March 29, 1996 each of Messrs. Seslowe, Bartlett and Shaw
acquired 83,334, 83,333 and 83,333 shares of Light Savers Common Stock,
respectively. Each of Messrs. Seslowe, Bartlett and Shaw used personal funds to
acquire the aforementioned shares.
Item 4. PURPOSE OF TRANSACTION.
The Partnership was granted the Option as compensation for
services rendered to Light Savers as a consultant. The Option is presently
exercisable. Should the Partnership exercise the Option it would do so solely
for investment purposes. The services consist of general financial advisory
services, including strategic planning and assistance in obtaining equity and
debt financing and in structuring and negotiating merger and acquisition
opportunities.
The 116,668 shares of Common Stock of Light Savers owned
individually by Mr. Seslowe were acquired solely for investment purposes. The
116,668 shares of Common Stock of Light Savers owned individually by Richard A.
Bartlett were acquired solely for investment purposes. The 116,666 shares of
Common Stock of Light Savers owned individually by John C. Shaw were acquired
solely for investment purposes. Subject to the disclosure above with respect to
the Board nominations, each of the Reporting Group intends to hold its shares of
Common Stock solely for investment purposes and not to facilitate a possible
acquisition of control of Light Savers. Notwithstanding the foregoing, however,
depending on the pricing, availability of the Common Stock, future developments
at and pertaining to Light Savers, other investment and business opportunities
available to any member of the Reporting Group, and general economic conditions,
any member of the Reporting Group or its affiliates may determine to purchase,
in the open market, in privately negotiated transactions, or otherwise,
additional shares of Common Stock or otherwise seek to obtain control of Light
Savers. In addition, depending on the factors described above, any member of the
Reporting Group also may determine to sell in the open market, in privately
negotiated transactions, or otherwise, all or part of their shares of Common
Stock of Light Savers.
Each member of the Reporting Group is aware that Light Savers
has filed with the Securities and Exchange Commission a Registration Statement
on Form S-3 with respect to the registration of Common Stock for resale
currently held by Messrs. Seslowe, Bartlett and Shaw and certain other
stockholders of Light Savers and for shares underlying the Option held by the
Partnership.
<PAGE>
In connection with the financial advisory services rendered by
the Partnership to Light Savers, the Partnership is to make recommendations
regarding the composition of the Board of Directors of Light Savers. The
Partnership has proposed that Light Savers nominate for election to the Board of
Directors Louis K. Adler, George C. Asch and Richard A. Bartlett at the next
annual meeting of the shareholders of Light Savers expected to be held in the
fall of 1996.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, (i) the Partnership beneficially
owned 500,000 shares of Light Savers Common Stock, constituting 6.6% of the
shares of Light Savers Common Stock outstanding as of the date hereof; (ii) the
General Partner was attributed beneficial ownership of 500,000 shares of Light
Savers Common Stock, constituting 6.6% of the shares of Light Savers Common
Stock outstanding as of the date hereof; (iii) Mr. Seslowe was attributed
beneficial ownership of 616,668 shares of Light Savers Common Stock,
constituting 8.1% of the shares of Light Savers Common Stock outstanding as of
the date hereof; (iv) Mr. Bartlett was attributed beneficial ownership of
616,666 shares of Light Savers Common Stock, constituting 8.1% of the shares of
Light Savers Common Stock outstanding as of the date hereof; and (v) Mr. Shaw
was attributed beneficial ownership of 616,666 shares of Light Savers Common
Stock, constituting 8.1% of the shares of Light Savers Common Stock outstanding
as of the date hereof. As of the dated hereof there were 7,125,655 shares of
Light Savers common stock outstanding.
(b) The General Partner, on behalf of the Partnership, has the
sole power to vote and to dispose of all of the 500,000 shares of Light Savers
Common Stock underlying the Option.
As Managing Directors of the General Partner, Messrs. Seslowe,
Bartlett and Shaw each have shared power to vote and to dispose of all of the
500,000 shares of Light Savers Common Stock beneficially owned by the
Partnership pursuant to the Option. The approval of any two of the three
Managing Directors of the General Partner is necessary to vote or dispose of the
aforementioned shares.
Messrs. Seslowe, Bartlett and Shaw each have sole power to
vote and to dispose of all of the 116,668, 116,666, and 116,666 shares
individually owned by them, respectively.
(c) See "Item 3. Source and Amount of Funds and Other
Consideration" above for information as to shares of Light Savers Common Stock
recently acquired by the Reporting Group. Except as disclosed therein, the
Reporting Group has not acquired, within the past 60 days, any shares of Light
Savers Common Stock.
<PAGE>
(d) No person other than as outlined herein has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Light Savers Common Stock that are the subject
of this Schedule 13D.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF THE ISSUER.
On March 29, 1996 each of Messrs. Seslowe, Bartlett and Shaw
individually entered into a Subscription Agreement with Light Savers.
On February 28, 1996 the Partnership was granted the Option by
Light Savers.
Item 7. EXHIBITS.
99.1 Consulting Agreement, by and between the Partnership
and Light Savers, dated February 28, 1996.
99.2 Option, dated as of February 28, 1996, granted to the
Partnership by Light Savers.
99.3 Joint Filing Agreement, by and among the Partnership,
the General Partner, Jerry M. Seslowe, Richard A. Bartlett and John C. Shaw,
dated August 19, 1996.
<PAGE>
SIGNATURES
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: August 19, 1996
RESOURCE HOLDINGS ASSOCIATES, L.P.
By: RESOURCE HOLDINGS
LIMITED, its General
Partner
By: /s/ Jerry M. Seslowe
--------------------------
Jerry M. Seslowe
Managing Director
RESOURCE HOLDINGS LIMITED
By: /s/ Jerry M. Seslowe
-----------------------------------
Jerry M. Seslowe
Managing Director
/s/ Jerry M. Seslowe
--------------------------------------
Jerry M. Seslowe, Individually
/s/ Richard A. Bartlett,
--------------------------------------
Richard A. Bartlett,
Individually
/s/ John C. Shaw
--------------------------------------
John C. Shaw, Individually
[Resource Holdings Ltd. Letterhead]
September 5, 1996
Mr. Alan Friedberg
President
Light Savers U.S.A., Inc.
969 Third Avenue
New York, NY 10022
Dear Alan:
This letter, when executed by you, will confirm the agreement of Light Savers
U.S.A., Inc. to engage Resource Holdings Associates ("RHA") as a financial
advisor upon the terms contained herein.
The work to be performed shall include (i) a review of the Memorandum of
Agreement with Watermark Investments, Ltd., (ii) financial advice and strategic
planning with respect to the business of Light Savers U.S.A., Inc., (iii)
assistance in raising equity capital or debt financing for Light Savers U.S.A.,
Inc. and (iv) assistance in structuring or negotiating merger or acquisition
opportunities.
In consideration for the aforementioned services, RHA shall receive:
1. Options on 500,000 shares of registered common stock of Light Savers
U.S.A., Inc., with an exercise price of $2 per share and a term of five
years, such options to be issued within 60 days of RHA being engaged;
2. A retainer of $10,000 per month starting March 1, 1996 and continuing
for a minimum of one year thereafter, cancelable upon one month's
written notice; and
3. A payment of $100,000 upon Light Savers U.S.A., Inc. consummating a
merger or acquisition of all or part of the Leonard Parker Company or
any of its affiliated entities.
Any mutually agreed upon fees of RHA for finding and initiating merger and
acquisition opportunities other than the Leonard Parker Company or identifying
sources of capital will be first offset by the cumulative amount of the monthly
retainer fee paid to RHA, with a maximum offset of $100,000.00.
<PAGE>
Subject to prior authorization, RHA shall be reimbursed for travel and other
out-of-pocket expenses.
RHA will undertake its duties on a good-faith basis.
RHA and its partners, officers and employees shall be indemnified and held
harmless from all claims, actions, suits proceedings and liabilities of any kind
arising out of the services provided by RHA under the agreement and for all
amounts paid in approved settlements and all costs and expenses (including
attorneys fees and court costs) arising from any such claims, actions, suites,
or proceedings of any kind unless and to the extent that any conduct of its
partners, officers or employees has been determined in any such proceeding to
have been willful misconduct in the performance of the services.
The engagement of RHA shall continue until December 31, 1997 unless renewed upon
mutual agreement, except that the provisions of the indemnity and any payment
obligations related to any unpaid balances due RHA under the engagement at the
time of termination shall indefinitely survive such termination.
The engagement of RHA will be by written agreement executed and delivered in the
State of New York and will be governed by the laws of such State.
Please sign this letter at the place indicated below to confirm your agreement
to use your best efforts to cause Light Savers U.S.A., Inc. to engage RHA's
engagement as a financial advisor.
We are looking forward to working with you on this project.
Yours very truly,
/s/ Jerry M. Seslowe
- --------------------
Jerry M. Seslowe
AGREED AND ACCEPTED:
/s/ Alan G. Friedberg
- --------------------------
Alan G. Friedberg
Date: February 29, 1996
---------------------
-2-
LIGHT SAVERS U.S.A., INC.
969 THIRD AVENUE
NEW YORK, NEW YORK 10022
As of February 28, 1996
Resource Holdings Associates
520 Madison Avenue
New York, New York 10022
Gentlemen:
This will confirm that in connection with your service as a
consultant to Light Savers U.S.A., Inc. (the "Company"), the Company grants to
you a non-qualified option (the "Option") to purchase five hundred thousand
(500,000) shares (the "Shares") of its authorized but unissued common stock, par
value $.01 per share (the "Common Stock"), at a purchase price equal to $2.00
per share.
The Option shall be exercisable at any time during the five
years following the date hereof by delivery of same day funds by certified or
cashier's check or wire transfer.
The Option hereby granted to you is not transferable in whole
or in part.
Exercise of the Option may be effected by delivering to the
Company, at its principal offices, a notice of exercise in the form annexed
hereto as Exhibit A, together with your funds, as specified above, in an amount
equal to the number of Shares you are purchasing multiplied by the purchase
price per Share set forth herein. This Option shall have been deemed to have
been exercised, in whole or in part, to the extent specified immediately upon
receipt of funds, as specified above, and the person or persons in whose name
the certificates for Shares and Options shall be issuable upon such exercise
shall become the holder or holders of record of the Shares and Options at that
time and date. After any or all rights represented by this Option have been
exercised, the Company shall take all action necessary on its part to have the
stock certificate evidencing the Shares and any remaining Options (to the extent
that only part of the Option has been exercised) delivered to you immediately
after exercise and will convey to the Transfer Agent that such Shares and
Options must be issued on an immediate basis. In the event that a registration
statement is effective with respect to the Shares, then the Company shall
<PAGE>
instruct the Transfer Agent that the certificate for the Shares is not to
contain any restrictive legend.
The Option granted to you hereunder has not been registered under the Securities
Act of 1933, as amended (the "Act") and may not be mortgaged, pledged,
hypothecated or otherwise transferred without an effective registration
statement for such Option under the Act or an opinion of counsel for the Company
that registration is not required under the Act. If the Company proposes to
register any of its securities under the Act on a registration statement on Form
S- 8, it will include the Shares in such registration statement. Any of the
Shares issued upon the exercise of the Option (unless registered under the Act
by the Company) shall bear the following legend:
The shares represented by this certificate
have not been registered under the
Securities Act of 1933, as amended. These
shares have been acquired for investment and
not with a view to distribution or resale
and may not be sold or transferred in the
absence of an effective registration
statement for such shares under the
Securities Act of 1933 or an opinion of
counsel for the Company that registration is
not required under such Act.
In the event that the Company shall at any time prior to the
expiration of this Option and prior to the exercise thereof: (i) declare or pay
to the holders of the Common Stock a dividend payable in any kind of shares of
stock of the Company; or (ii) change or divide or otherwise reclassify its
Common Stock into the same or a different number of shares with or without par
value, or into shares of any class or classes; or (iii) consolidate or merge
with, or transfer its property as an entirety or substantially all of its assets
to any other corporation; or (iv) make any distribution of its assets to holders
of its Common Stock as a liquidation, or partial liquidation dividend or by way
of return of capital; then, upon the subsequent exercise of this Option, the
purchase price of the Shares and the number of shares of Common Stock issuable
upon the exercise hereof shall be appropriately adjusted by the Board of
Directors of the Company so that you shall receive for the exercise price, in
addition to or in substitution for the Shares to which you would be entitled
upon such exercise, such additional shares of stock of the Company, or such
reclassified shares of stock of the Company, or such securities or property of
the Company resulting from such consolidation or merger or transfer, of such
assets of the Company, which you would have been entitled to receive had you
exercised this Option prior to the happening of any of the foregoing events.
Whenever any event
-2-
<PAGE>
described above requiring an adjustment is effected, the Company shall promptly
cause a notice setting forth the adjusted purchase price and number of Shares
issuable upon exercise hereof to be mailed to the holder at the address set
forth herein.
This Option does not confer upon you any right whatsoever as a
shareholder of the Company. Upon the exercise of this Option, the subscription
form attached hereto must be duly executed and the accompanying instructions for
registration of the stock filled in.
The Company covenants that the Shares that may be issued upon
exercise of this Option will, upon issuance, be duly and validly issued, fully
paid and non-assessable, and no personal liability will attach to the holder
thereof. The Company further covenants and agrees that during the term of this
Option, the Company will at all times have authorized and reserved a sufficient
number of shares of Common Stock to provide for the exercise of this Option.
This Option shall be binding upon any successors or assigns of
the Company.
This Agreement may be executed in counterparts, each of which
shall be an original and all of which, taken together, shall constitute one
instrument.
If the foregoing correctly sets forth our understanding,
please indicate your acceptance by signing this letter in the space provided
below.
Very truly yours,
LIGHT SAVERS U.S.A, INC.
By:/s/ Alan G. Friedberg
------------------------------
Alan G. Friedberg
Chief Executive Officer
AGREED AND ACCEPTED:
RESOURCE HOLDINGS ASSOCIATES
By: /s/ Jerry M. Seslowe
------------------------------
Name: Jerry M. Seslowe
Title: Managing Director
Date: April 2, 1996
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EXHIBIT A
STOCK SUBSCRIPTION FORM
To: Light Savers U.S.A., Inc.
Date:
Gentlemen:
I hereby exercise my option to purchase from Light Savers
U.S.A., Inc. (the "Company") pursuant to the Stock Option Letter Agreement
between us dated as of February 28, 1996, ________ shares of the Company's
Common Stock ($.01 par value per share), and herewith tender payment therefor at
the rate of $2.00 per share.
I represent and warrant that I will not transfer shares in
violation of the securities laws of the United States; that I am familiar with
the business operations, management and financial condition and affairs of the
Company and that I have not relied upon any representation of the Company with
respect thereto. I further confirm that I have been advised that said shares
have [not] been registered under the Securities Act of 1933, as amended, and
that I have consulted with and been advised by counsel as to the restrictions on
resale to which said shares will thereby be subject.
The form in which I wish my name and address to appear on the
Company's stock records is as follows:
Name:
----------------------
Address:
----------------------
----------------------
----------------------
Very truly yours,
---------------------------
[Name]
JOINT FILING AGREEMENT
Each of the undersigned hereby agree that the statement on
Schedule 13D with respect to the Common Stock, $.01 par value per share, of
Light Savers U.S.A., Inc., dated August 19, 1996 is, and any amendments thereto
signed by each of the undersigned, shall be filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f)
of the Securities Exchange Act of 1934.
Dated: August 19, 1996
RESOURCE HOLDINGS ASSOCIATES, L.P.
By: RESOURCE HOLDINGS
LIMITED, its General
Partner
By: /s/ Jerry M. Seslowe
--------------------------
Jerry M. Seslowe
Managing Director
RESOURCE HOLDINGS LIMITED
By: /s/ Jerry M. Seslowe
-----------------------------------
Jerry M. Seslowe
Managing Director
/s/ Jerry M. Seslowe
--------------------------------------
Jerry M. Seslowe, Individually
/s/ Richard A. Bartlett,
--------------------------------------
Richard A. Bartlett,
Individually
/s/ John C. Shaw
--------------------------------------
John C. Shaw, Individually
