As filed with the Securities and Exchange Commission on February 12, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
11-3096379
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(I.R.S. employer identification no.)
509 Madison Avenue, Suite 1114, New York, New York 10022
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1996 STOCK OPTION PLAN
1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
OTHER OPTIONS GRANTED TO OFFICERS
- --------------------------------------------------------------------------------
(Full title of the plan)
Howard G. Anders
Hospitality Worldwide Services, Inc.
509 Madison Avenue, Suite 1114
New York, New York 10022
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(Name and address of agent for service)
(212) 223-0699
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share, issuable
upon exercise of options
granted or to be granted
under the 1996
Stock Option Plan 1,700,000 (1)(2) $4.860(2) $8,262,000 $2,503.64
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value per share, issuable
upon exercise of options
granted or to be granted
under the 1996 Directors' Stock
Option Plan 250,000 (1)(3) $6.360(3) $1,590,000 $481.82
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share,
issuable upon
exercise of
certain options
granted to
officers 100,000 (1)(4) $1.275 $127,500 $38.64
- ------------------------------------------------------------------------------------------------------------------------------
Total 2,050,000 $4.868 $9,979,400 $3,024.10
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), an indeterminate number of shares of common stock,
$.01 par value per share (the "Common Stock") that may become issuable
pursuant to antidilution provisions of the Registrant's 1996 Stock
Option Plan (the "1996 Option Plan"), 1996 Outside Directors' Stock
Option Plan (the "1996 Directors' Plan") and options granted to
officers are also being registered hereunder.
(2) Represents an aggregate of 1,163,500 shares of Common Stock with
respect to which options have been granted under the 1996 Option Plan
at a weighted average exercise price of $3.64 per share. Pursuant to
Rule 457(h) under the Securities Act, the offering price for the shares
of Common Stock which may be issued under the 1996 Option Plan is
estimated solely for the purpose of determining the registration fee
and is based on $7.50, the per share average of high and low sale
prices of the Common Stock as reported by the Nasdaq SmallCap Market
("Nasdaq") for trading on February 6, 1997.
(3) Represents 60,000 shares of Common Stock with respect to which options
have been granted under the 1996 Directors' Plan at an exercise price
of $2.75 per share. Pursuant to Rule 457(h) under the Securities Act,
the offering price for the shares of Common Stock which may be issued
under the 1996 Directors' Plan is estimated solely for the purpose of
determining the registration fee and is based on $7.50, the per share
average of high and low sale prices of the Common Stock as reported by
Nasdaq for trading on February 6, 1997.
(4) Represents 100,000 shares of Common Stock with respect to which options
have been granted at an exercise price of $1.275 per share.
-2-
<PAGE>
DATED FEBRUARY 12, 1997
PROSPECTUS
1,040,000 Shares of Common Stock
HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
Common Stock ($.01 par value per share)
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders") who may be deemed to be "affiliates"
as defined in Rule 405 of the Securities Act of 1933, as amended (the
"Securities Act") of Hospitality Worldwide Services, Inc. (f/k/a Light Savers
U.S.A., Inc.) (the "Company"), of an aggregate of 1,040,000 shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Stock") of the
Company, constituting a portion of the Common Stock that may be issued by the
Company to the Selling Shareholders upon exercise of outstanding stock options
granted (i) under the Company's 1996 Stock Option Plan (the "1996 Plan"), (ii)
the Company's 1996 Outside Directors' Stock Option Plan (the "Outside Directors'
Plan" and together with the 1996 Plan, the "Plans"), and (iii) to an officer of
the Company. This Prospectus also relates to the reoffer and resale of Shares to
be acquired upon exercise of stock options that may be granted to individuals
who may be deemed "affiliates" of the Company (the "Future Selling
Shareholders") upon exercise of outstanding stock options to be granted under
the Plans. If and when such options are granted to the Future Selling
Shareholders, the Company intends to distribute a Prospectus Supplement as
required by Rule 424(b) of the Securities Act. Such Prospectus Supplement will
specify the names of the Future Selling Shareholders and the amount of Shares to
be reoffered and resold by them.
The offer and sale of the Shares to the Selling Shareholders and the
Future Selling Shareholders have been registered under the Securities Act
pursuant to a Registration Statement of which this Prospectus is a part. The
Shares are being reoffered and resold for the account of the Selling
Shareholders and the Company will not receive any of the proceeds from the
resale of the Shares. The Company has agreed to bear certain expenses (other
than selling commissions and fees and expenses of counsel and other advisors to
the Selling Shareholders) in connection with the registration and sale of the
Shares being offered by the Selling Shareholders.
The Selling Shareholders have advised the Company that the resale of
their Shares may be effected from time to time in one or more transactions on
the Nasdaq SmallCap Market ("Nasdaq"), in negotiated transactions or otherwise
at market prices prevailing at the time of the sale or at prices otherwise
negotiated. The Selling Shareholders may effect such transactions by selling the
Shares to or through broker-dealers who may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the Shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). Any broker-dealer
acquiring the Shares from the Selling Shareholders may sell such securities in
its normal market making activities, through other brokers on a principal or
agency basis, in negotiated transactions, to its customers or through a
combination of such methods. See "Plan of Distribution."
The Common Stock is traded on Nasdaq under the symbol "ROOM." On
February 10, 1997, the closing bid price for the Common Stock as reported by
Nasdaq was $7.625.
- --------------------------------------------------------------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4
FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is February 12, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material may also be accessed
electronically by means of the Commission's home page on the internet at
http://www.sec.gov.
TABLE OF CONTENTS
AVAILABLE INFORMATION....................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........3
RISK FACTORS.............................................4
THE COMPANY..............................................5
USE OF PROCEEDS..........................................7
SELLING SHAREHOLDERS.....................................7
PLAN OF DISTRIBUTION.....................................8
LEGAL MATTERS............................................9
ADDITIONAL INFORMATION...................................9
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1995, as amended, and Reports on Form 10-QSB for the quarters ended March
31, 1996, as amended, June 30, 1996 and September 30, 1996, which have been
filed with the Commission pursuant to the Exchange Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof. The
Company's Current Reports on Form 8-K filed on (i) March 21, 1996, as amended on
March 26, 1996; (ii) November 14, 1996; and (iii) January 24, 1997 are
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof. The Company's Application for Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 13, 1993 is incorporated by
reference in this Prospectus and shall be deemed to be a part hereof. All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Prospectus and prior to the termination
of this offering are deemed to be incorporated by reference in this Prospectus
and shall be deemed to be a part hereof from the date of filing of such
documents.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents. Written requests for such copies should
be directed to Hospitality Worldwide Services, Inc. at 509 Madison Avenue, Suite
1114, New York, New York 10022, Attention: Secretary. Oral requests should be
directed to such officer (telephone number (212) 223-0699).
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
-3-
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.
IMMEDIATE NEED FOR CASH; ADDITIONAL FINANCING. Management believes that
the Company's current cash, cash equivalents and line of credit will be
sufficient to enable the Company to carry out its business objectives and
continue to operate as a going concern for a period of 18 months. The Company's
continued existence thereafter will be dependent upon its ability to generate
cash flows from operations sufficient to meet its obligations as they become
due. Unless the Company can generate cash flows from operations sufficient to
fund all of its working capital needs, the Company will be required to obtain
additional financing to continue to operate its business. There can be no
assurance that any additional financing will be available to the Company on
acceptable terms, if at all. Any inability by the Company to obtain additional
financing, if required, will have a material adverse effect on the operations of
the Company.
HISTORY OF LOSSES. For the nine months ended September 30, 1996, the
Company had net income of $1,570,101, compared to a net loss of $1,115,969 and
$1,284,798 for the years ended December 31, 1995 and 1994, respectively. While
the results for the nine months ended September 30, 1996 are reflective of a
significant portion of the Company's current business, there can be no assurance
that the Company's operations will continue to be profitable or that any
positive cash flow generated by the Company's operations will be sufficient to
meet the Company's future cash requirements.
CHANGE IN BUSINESS. On August 17, 1995, the Company's subsidiary,
Hospitality Restoration and Builders, Inc., a New York corporation ("HRB"),
acquired substantially all of the assets and business, and assumed certain
liabilities, of AGF Interior Services, Inc. d/b/a Hospitality Restoration and
Builders, a Florida corporation ("AGF"), that provided renovation services to
the hospitality industry. In February 1996, the Company disposed of its lighting
business. The pro forma consolidated information (see Note 17 to the Company's
consolidated financial statements for the year ended December 31, 1995), which
is based on the historical financial statements of the Company and AGF as if the
acquisition occurred on January 1, 1994 and has been adjusted to include certain
acquisition related adjustments, reflect losses from the continuing operations
of the renovation business of $1,275,475 and $1,267,280 for the years ended
December 31, 1995 and 1994, respectively. On January 10, 1997, the Company
acquired substantially all of the assets and business and assumed certain
liabilities of The Leonard Parker Company, a Florida corporation ("LPC"), which
is a purchasing company for the hospitality industry that acts as agent for the
purchase of goods and services for its customers. There can be no assurance that
the Company can successfully integrate LPC into its business plan. The past
operating history and past consolidated financial condition of the Company may
bear little or no relationship to the future operations of the Company. There
can be no assurance that the Company will be successful in its change of
business focus.
COMPETITION. The hospitality maintenance industry is highly fragmented
and is made up largely of small, local companies. Competition in the hospitality
restoration industry is significant and is based largely on price and service.
In the future, the Company's competitors may be larger and have greater
financial resources than HRB.
-4-
<PAGE>
SUBSTANTIAL RELIANCE UPON, ATTRACTION AND RETENTION OF KEY PERSONNEL.
The Company's business is substantially reliant upon the efforts and abilities
of Alan G. Friedberg, the Chief Executive Officer of the Company, Guillermo A.
Montero, the Chief Operating Officer of HRB, Leonard Parker, the Chairman of the
Board of LPC and Douglas Parker, the President of each of the Company and LPC.
The loss of or the unavailability to the Company of the services of Messrs.
Friedberg, Montero, Leonard Parker and/or Douglas Parker would have a material
adverse effect on the Company's business prospects and/or potential earning
capacity until such time, if ever, as such individuals are adequately replaced.
While the Company does not currently have any "key man" insurance to compensate
it for any such loss, it intends to obtain "key man" insurance upon the lives of
Messrs. Friedberg, Montero, Leonard Parker and Douglas Parker with the Company
paying the premium thereon and being the beneficiary. The loss of the services
of Messrs. Friedberg, Montero, Leonard Parker and/or Douglas Parker would be
detrimental to the Company.
SHARES ELIGIBLE FOR FUTURE SALE. Of the 8,188,155 shares of Common
Stock outstanding on January 27, 1997, 2,803,750 shares are freely transferable
without restriction or further registration under the Securities Act, except for
shares held by "affiliates" of the Company within the meaning of Rule 144 under
the Securities Act, which shares are subject to the resale limitations of Rule
144. The remaining 5,384,405 shares are "restricted" securities as that term is
defined under Rule 144 and in the future may be sold only pursuant to an
effective registration statement under the Securities Act or an applicable
exemption from registration thereunder, including pursuant to Rule 144. The
resale of an aggregate of 4,200,000 shares of Common Stock have been registered
pursuant to a Registration Statement on Form S-3 which was declared effective on
August 22, 1996 and which remains effective as of the date hereof. The resale of
an aggregate of 2,050,000 shares of Common Stock is being registered pursuant to
a Registration Statement on Form S-8 of which this Prospectus forms a part. The
Company, in connection with its recent acquisition of LPC (see "The Company"),
has entered into a Registration Rights Agreement with Leonard Parker, Douglas
Parker, Bradley Parker, Phillip Parker, Gregg Parker and Mitchell Parker
(collectively referred to as the "LPC Stockholders") whereby the Company is
required to file a Registration Statement on Form S-3 with respect to (i) an
aggregate of 1,250,000 shares of Common Stock issued to the LPC Stockholders,
and (ii) a minimum of 1,000,000 and a maximum of 5,000,000 shares of Common
Stock issuable upon the conversion of an aggregate of 200,000 shares of
Redeemable Convertible Preferred Stock issued to the LPC Stockholders. Under
Rule 144, a person who has held restricted securities for a period of two years
may sell a limited number of such securities into the public market without
registration of such securities under the Securities Act. Rule 144 also permits,
under certain circumstances, persons who are not affiliates of the Company to
sell their restricted securities without quantity limitations once they have
satisfied Rule 144's three-year holding period. The Commission is currently
contemplating an amendment to Rule 144 which would reduce the aforementioned two
and three year holding periods to one and two years, respectively. Sales made
pursuant to Rule 144 by the Company's existing shareholders may have a
depressive effect on the price of the shares of Common Stock in the public
market. Such sales could also adversely affect the Company's ability to raise
capital at that time through the sale of its equity securities. At January 27,
1997, 1,323,500 shares were reserved for issuance upon exercise of outstanding
options and warrants.
THE COMPANY
The Company was formed under the laws of the State of New York
in October 1991. In January 1994, the Company consummated an initial public
offering of its Common Stock. Since inception, the Company's principal line of
business was to design and market decorative, energy efficient lighting fixtures
for the hotel and hospitality industry. The Company manufactured its ceiling,
table and floor lamps, wall arms and wall sconces, and vanity light fixtures to
-5-
<PAGE>
individual customer specifications. The fixtures utilized compact fluorescent
tubes known as "PL bulbs," which complement their cosmetic beauty and use less
energy.
On August 1, 1995, the Company's wholly-owned subsidiary, HRB
acquired substantially all of the assets and business and assumed certain
liabilities of AGF, a Florida corporation that provided renovation services to
the hospitality industry, in a stock and note transaction from Watermark
Investments Limited, a Delaware corporation ("Watermark"). In December 1995, the
Company's Board of Directors, in an effort to focus the Company in a more
strategic direction, determined to begin to dispose of the Company's lighting
division and concentrate the Company's efforts in HRB. On February 26, 1996, the
Company, HRB, Watermark Investments Limited, a Bahamian international business
company ("Watermark-Bahamas"), Watermark, a wholly-owned subsidiary of
Watermark- Bahamas, AGF, Tova Schwartz, Alan G. Friedberg and Guillermo A.
Montero entered into a Divestiture, Settlement and Reorganization Agreement
pursuant to which, among other things, the Company sold its lighting business to
Tova Schwartz, the Company's former President and Chief Executive Officer.
The Company provides a complete package of renovation
resources to the hospitality industry ranging from pre-planning and scope
preparation of a project to performing the renovation requirements and
delivering furnished rooms. HRB offers hospitality maintenance services to
hotels and hotel chains throughout the continental United States. For over
seventeen years, HRB, through its predecessor, AGF, has provided to the
hospitality industry renovation and improvements such as vinyl, paint,
wallpaper, carpet, installation of new furniture, light carpentry and masonry
work. HRB generally provides its renovation services in an on-time, on-budget
manner, while causing little or no disruption to the ongoing operation of a
hotel. HRB has successfully responded to the hotel industry's efforts to
increase occupancy, room rates and market share through cosmetic upgrades, which
are generally required every four to seven years.
Pursuant to an Agreement and Plan of Merger dated as of
January 9, 1997, by and among LPC, the LPC Stockholders, LPC Acquisition Corp.,
a Florida corporation ("Acquisition Corp.") and the Company, on January 10,
1997, Acquisition Corp., a newly formed wholly-owned subsidiary of the Company
merged with and into LPC (the "Merger"). As the result of the Merger, LPC became
a wholly-owned subsidiary of the Company. As consideration, the LPC Stockholders
received an aggregate of 1,250,000 newly issued shares of Common Stock and
200,000 newly issued shares of the Company's Redeemable Convertible Preferred
Stock, stated value $25 per share. The consideration paid to the LPC
Stockholders was determined by negotiations among the parties and was based on
the value of the business of LPC on an ongoing basis.
LPC is a purchasing company for the hospitality industry
that acts as agent for the purchase of goods and services for its customers
which include major hotel and management companies worldwide. LPC purchases
furniture, fixtures and equipment, kitchen supplies, linens and uniforms,
guestroom amenities, and other supplies to meet its customers' requirements for
new hotel openings and major renovations. The Company intends to continue the
business of LPC. LPC's revenues for the fiscal year ended December 31, 1996 were
approximately $45,000,000.
The Company maintains its principal executive offices at 509
Madison Avenue, Suite 1114, New York, New York 10022, and its telephone number
is (212) 223-0699. HRB maintains its principal office at 1800 Century Park East,
Los Angeles, California 90067, and its telephone number is (310) 286-6400. LPC
maintains its principal office at 550 Biltmore Way, Coral Gables, Florida 33134,
and its telephone number is (305) 567-0300.
-6-
<PAGE>
USE OF PROCEEDS
The Company will receive the exercise price of the options held by the
Selling Shareholders, if and when exercised. Such proceeds will be used by the
Company for working capital purposes. The Company will not receive any of the
proceeds from the resale of the Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
This Prospectus relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the Plans.
The following table sets forth (i) the name of each Selling
Shareholder; (ii) the number of shares of Common Stock owned by each Selling
Shareholder at January 28, 1997; (iii) the number of shares to be offered for
resale by each Selling Shareholder; and (iv) the number and percentage of shares
of Common Stock to be held by each Selling Shareholder after the completion of
the offering.
<TABLE>
<CAPTION>
Number of shares
Number of shares of Common Stock/
of Common Stock Number of Percentage of
Beneficially Owned Shares to Class to be Owned
at January 28, be Offered After Completion
Name 1997 for Resale of the Offering
- -------------------------------- ---------------------------- ------------------ ---------------------------
<S> <C> <C> <C>
Alan G. Friedberg.................. 210,000(1) 400,000 10,000/*
Howard G. Anders................... 104,500(2) 150,000 4,500/*
Guillermo A. Montero............... 169,792(3) 300,000 19,792/*
Scott A. Kaniewski................. 7,000(4) 15,000 2,000/*
Louis K. Adler..................... 80,000(5) 15,000 75,000/*
George Asch........................ 80,000(6) 15,000 75,000/*
Richard A. Bartlett................ 421,666(7) 15,000 416,666/5.1%
Douglas Parker..................... 190,000 65,000 190,000/2.3%
Bradley Parker..................... 190,000 65,000 190,000/2.3%
</TABLE>
- -------------------
* Less than 1%
(1) Consists of (i) 10,000 shares of Common Stock held individually by Mr.
Freidberg; and (ii) 200,000 shares of Common Stock issuable upon
exercise of presently exercisable options currently held by Mr.
Friedberg.
(2) Consists of (i) 4,500 shares of Common Stock held individually by Mr.
Anders; and (ii) 150,000 shares of Common Stock issuable upon exercise
of presently exercisable options currently held by Mr. Anders.
(3) Consists of (i) 19,792 shares of Common Stock held by Mr. Montero's
wife Maria Elizabeth Leon as to which Mr. Montero disclaims beneficial
ownership; and (ii) 150,000 shares of Common Stock issuable upon
exercise of presently exercisable options currently held by Mr.
Montero.
(4) Consists of (i) 2,000 shares of Common Stock held individually by Mr.
Kaniewski; and (ii) 5,000 shares of Common Stock issuable upon exercise
of presently exercisable options currently held by Mr. Kaniewski.
(5) Consists of (i) 75,000 shares of Common Stock held individually by Mr.
Adler; and (ii) 5,000 shares of Common Stock issuable upon exercise of
presently exercisable options held by Mr. Adler.
-7-
<PAGE>
(6) Consists of (i) 75,000 shares of Common Stock held individually by Mr.
Asch; and (ii) 5,000 shares of Common Stock issuable upon exercise of
presently exercisable options held by Mr. Asch.
(7) Consists of (i) 116,666 shares of Common Stock held individually by Mr.
Bartlett; (ii) 300,000 shares of Common Stock issuable upon exercise of
options currently held by Resource Holdings Associates, L.P. ("Resource
L.P.") as to which Mr. Bartlett, as a Managing Director of Resource
Holdings Limited ("Resource Limited"), the general partner Resource
L.P., is attributed beneficial ownership pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934 (Mr. Bartlett (a) has sole power to
vote and dispose of the 116,666 shares of Common Stock he holds
individually; and (b) as a Managing Director of Resource Limited, has
shared power to vote and dispose of the 300,000 shares of Common Stock
issuable upon exercise of the presently exercisable options currently
held by Resource L.P.; and (iii) 5,000 shares of Common Stock issuable
upon exercise of presently exercisable options currently held by Mr.
Bartlett.
There is no assurance that the Selling Shareholders will sell any of
the Shares offered hereby. To the extent required, the specific Shares to be
sold, the names of the Selling Shareholders, other additional shares of Common
Stock beneficially owned by such Selling Shareholder, the public offering price
of the Shares to be sold, the names of any agent, dealer or underwriter employed
by such Selling Shareholder in connection with such sale, and any applicable
commission or discount with respect to a particular offer will be set forth in
an accompanying Prospectus Supplement.
The Shares covered by this Prospectus may be sold from time to time so
long as this Prospectus remains in effect; provided, however, that the Selling
Shareholder is first required to contact the Company's Corporate Secretary to
confirm that this Prospectus is in effect. The Company intends to distribute to
each Selling Shareholder a letter setting forth the procedures whereby such
Selling Shareholder may use the Prospectus to sell the shares and under what
conditions the Prospectus may not be used. The Selling Shareholders expect to
sell the Shares at prices then attainable, less ordinary brokers' commissions
and dealers' discounts as applicable.
The Selling Shareholders and any broker or dealer to or through whom
any of the Shares are sold may be deemed to be underwriters within the meaning
of the Securities Act with respect to the Common Stock offered hereby, and any
profits realized by the Selling Shareholders or such brokers or dealers may be
deemed to be underwriting commissions. Brokers' commissions and dealers'
discounts, taxes and other selling expenses to be borne by the Selling
Shareholder are not expected to exceed normal selling expenses for sales
over-the-counter or otherwise, as the case may be. The registration of the
Shares under the Securities Act shall not be deemed an admission by the Selling
Shareholders or the Company that the Selling Shareholders are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.
PLAN OF DISTRIBUTION
This Prospectus covers an aggregate of 1,040,000 shares of Common
Stock. All of the Shares offered hereby are being resold by the Selling
Shareholders. The Company will not realize any proceeds from the resale of the
Shares by the Selling Shareholders.
The distribution of the Shares by the Selling Shareholders is not
subject to any underwriting agreement. The Selling Shareholders may sell the
Shares offered hereby from time to time in transactions on Nasdaq, in negotiated
transactions, or a combination of such methods of sale, at fixed prices which
may be changed, at market prices prevailing at the time of sale, at prices
relating to prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts,
-8-
<PAGE>
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of the customary commissions). The Selling Shareholders and
any broker-dealers that participate with the Selling Shareholders in the
distribution of the Shares may be deemed to be underwriters within the meaning
of Section 2(11) of the Securities Act and any commissions received by them and
any profit on the resale of the Shares commissioned by them may be deemed to be
underwriting commissions or discounts under the Securities Act. The Selling
Shareholders will pay any transaction costs associated with effecting any sales
that occur.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with by the Company and the Selling
Shareholders.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, each Selling Shareholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation, Rules 10b-6, 10b-6A and 10b-7, which
provisions may limit the timing of the purchases and sales of shares of Common
Stock by the Selling Shareholders.
The Selling Shareholders are not restricted as to the price or prices
at which they may sell their Shares. Sales of such Shares may have an adverse
effect on the market price of the Common Stock. Moreover, the Selling
Shareholders are not restricted as to the number of Shares that may be sold at
any time and it is possible that a significant number of Shares could be sold at
the same time which may also have an adverse effect on the market price of the
Common Stock.
The Company has agreed to pay all fees and expenses incident to the
registration of the Shares, except selling commissions and fees and expenses of
counsel or any other professionals or other advisors, if any, to the Selling
Shareholders.
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan Grundman Frome &
Rosenzweig LLP, New York, New York.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby. For further information with respect to the Company
and the Shares offered hereby, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance, reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statement, such statement being qualified in all respects by such
reference.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Hospitality Worldwide Services, Inc.
(f/k/a Light Savers U.S.A., Inc.) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995, as amended;
(b) The Company's Quarterly Reports for the quarters ended
March 31, 1996, as amended, June 30, 1996 and and September 30, 1996;
(c) The Company's Current Reports on Form 8-K filed on (i)
March 21, 1996, as amended on March 26, 1996; (ii) November 14, 1996;
and (iii) January 24, 1997; and
(d) The description of the Company's securities contained in
the Company's Registration Statement on Form 8-A filed December 13,
1993.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general, a New York corporation to indemnify any person made, or threatened
to be made, a party to an action or proceeding by reason of the fact that he or
she was a director or officer of the corporation, or served another entity in
any capacity at the request of the corporation, against any judgment, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service for another entity, not
opposed to, to the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she
II-1
<PAGE>
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.
Article Three of the Company's Certificate of Incorporation, as
amended, provides, in general, that the personal liability of the directors of
the Company is eliminated to the fullest extent permitted by the provisions of
paragraph (b) of Section 402 of the NYBCL, as the same may be amended and
supplemented. Section 402(b) of the NYBCL provides that the certificate of
incorporation of a New York corporation may set forth a provision eliminating or
limiting the personal liability of directors to the corporation or its
stockholders for damages for any breach of duty in such capacity, provided that
no such provision shall eliminate or limit (1) the liability of any director if
a judgment or other final adjudication adverse to him establishes that his acts
or omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that he personally gained in fact a financial profit or
other advantage to which he is not legally entitled or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the NYBCL.
Article XII of the Company's By-Laws, as amended, provides that the
Company shall, to the fullest extent now or hereafter permitted by the New York
Business Corporation Law, indemnify any director or officer who is or was made,
or threatened to be made, a party to an action or proceeding, whether civil or
criminal, whether involving any actual or alleged breach of duty, neglect or
error, any accountability, or any actual or alleged misstatement, misleading
statement or other act or omission and whether brought or threatened in any
court or administrative or legislative body or agency, including an action by or
in the right of the Company to procure a judgment in its favor and an action by
or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the Company is serving or
served in any capacity at the request of the Company, or is serving or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or any
appeal therein; provided, however, that no indemnification shall be provided to
any such director or officer if a judgment or other final adjudication adverse
to the director or officer establishes that (i) his acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT INDEX
4(a) - 1996 Stock Option Plan (the "1996 Plan").
4(b) - Form of Option Agreement for the 1996 Plan.
4(c) - 1996 Outside Directors' Stock Option Plan (the "Outside
Directors' Plan").
4(d) - Form of Stock Option Agreement for the Outside Directors'
Plan.
4(e) Form of Option Granted to Officers
5 - Opinion of Olshan Grundman Frome & Rosenzweig LLP.
23(a) - Consent of BDO Seidman, LLP, independent auditors.
23(b) - Consent of Arthur Andersen LLP, independent auditors.
II-2
<PAGE>
23(c) - Consent of Olshan Grundman Frome & Rosenzweig LLP (included
in its opinion filed as Exhibit 5).
24 - Powers of Attorney (included on signature page to this
Registration Statement).
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution
not previously disclosed in the Registration
Statement or any material change to such information
in the Registration Statement;
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered that remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 12th day of
February, 1997.
HOSPITALITY WORLDWIDE SERVICES, INC.
(Registrant)
By: /S/ ALAN G. FRIEDBERG
---------------------
Alan G. Friedberg, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan G. Friedberg and Howard G. Anders
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ ALAN G. FRIEDBERG President, Chief February 12, 1997
- ----------------------------------------------- Executive Officer
Alan G. Friedberg (principal executive
officer) and Director
/S/ HOWARD G. ANDERS Executive Vice President, February 12, 1997
- ----------------------------------------------- Chief Financial Officer
Howard G. Anders (principal financial
officer and principal
accounting officer) and
Secretary
/S/ SCOTT A. KANIEWSKI Director February 12, 1997
- -----------------------------------------------
Scott A. Kaniewski
/S/ LOUIS K. ADLER Director February 12, 1997
- -----------------------------------------------
Louis K. Adler
/S/ GEORGE ASCH Director February 5, 1997
- -----------------------------------------------
George Asch
/S/ RICHARD A. BARTLETT Director February 12, 1997
- -----------------------------------------------
Richard A. Bartlett
II-4
</TABLE>
HOSPITALITY WORLDWIDE SERVICES, INC.
1996 STOCK OPTION PLAN
1. PURPOSES
The purpose of the Plan is to provide additional incentive to
the officers and employees of the Company who are primarily responsible for the
management and growth of the Company, or otherwise materially contribute to the
conduct and direction of its business, operations and affairs, in order to
strengthen their desire to remain in the employ of the Company and to stimulate
their efforts on behalf of the Company, and to retain and attract to the employ
of the Company persons of competence. Each option granted pursuant to the Plan
shall be designated at the time of grant as either an "incentive stock option"
or as a "non-qualified stock option." The terms and conditions of the Plan shall
be set forth or incorporated by reference in the option agreements evidencing
the options.
2. DEFINITIONS
For the purposes of the Plan, unless the context otherwise
requires, the following definitions shall be applicable:
(a) "Board" or "Board of Directors" means the Company's
Board of Directors.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Stock Option Committee composed of
two or more members of the Board of Directors, and who shall be responsible for
administering the Plan. Each of the members of the Committee shall be a
Disinterested Person.
(d) "Company" means Hospitality Worldwide Services, Inc.
(e) "Disinterested Person" means a disinterested person,
as defined in Rule 16b-3 under the Exchange Act.
(f) "Employee" means an employee of the Company or of a
Subsidiary (including a director or officer of the Company or a
Subsidiary who is also an employee).
(g) "ERISA" means the Employment Retirement Income
Security Act of 1974.
<PAGE>
(h) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.
(i) "Fair Market Value" of the Shares means the closing price
of publicly traded Shares on the national securities exchange on which the
Shares are listed (if the Shares are so listed) or on the Nasdaq National Market
(if the Shares are regularly quoted on the Nasdaq National Market), or, if not
so listed or regularly quoted, the mean between the closing bid and asked prices
of publicly traded Shares in the over-the-counter market, or, if such bid and
asked prices shall not be available, as reported by any nationally recognized
quotation service selected by the Company, or as determined by the Committee in
a manner consistent with the provisions of the Code.
(j) "ISO" means an option intended to qualify as an incentive
stock option under Section 422 of the Code.
(k) "NQO" means an option that does not qualify as an ISO.
(l) "Plan" means the 1996 Stock Option Plan of the Company.
(m) "Securities Act" means the Securities Act of 1933, as
amended.
(n) "Shares" means shares of the Company's Common Stock, $.01
par value, including authorized but unissued shares and shares that have been
previously issued and reacquired by the Company.
(o) "Subsidiary" of the Company means and includes a
"Subsidiary Corporation," as that term is defined in Section 425(f) of the Code.
3. ADMINISTRATION
Subject to the express provisions of the Plan, the Committee
shall have authority to interpret and construe the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the terms and
conditions of the respective option agreements (which need not be identical) and
to make all other determinations necessary or advisable for the administration
of the Plan. Subject to the express provisions of the Plan, the Committee, in
its sole discretion, shall from time to time determine the persons from among
those eligible under the Plan to whom, and the time or times at which, options
shall be granted, the number of Shares to be subject to each option, whether an
option shall be designated an ISO or an NQO and the manner in and price at which
such option may be exercised. In making such determination, the Committee may
take into account the nature and period of service of eligible employees, their
level of compensation, their
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past, present and potential contributions to the Company and such other factors
as the Committee shall in its discretion deem relevant. The determination of the
Committee with respect to any matter referred to in this Section 3 shall be
conclusive.
4. ELIGIBILITY FOR PARTICIPATION
Any Employee shall be eligible to receive ISOs or NQOs granted
under the Plan.
5. LIMITATION ON SHARES SUBJECT TO THE PLAN
Subject to adjustment as hereinafter provided, no more than
1,700,000 Shares may be issued pursuant to the exercise of options granted under
the Plan. If any option shall expire or terminate for any reason, without having
been exercised in full, the unpurchased Shares subject thereto shall again be
available for the purposes of the Plan.
6. TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be subject to the
following terms and conditions:
(a) Except as provided in Subsection 6(j), the option price
per Share shall be determined by the Committee, but (i) as to an ISO shall not
be less than 100% of the Fair Market Value of a Share on the date such ISO
option is granted; and (ii) as to an NQO, shall not be less than 75% of the Fair
Market Value of a Share on the date such NQO is granted.
(b) The Committee shall, in its discretion, fix the term of
each option, provided that the maximum length of the term of each option granted
hereunder shall be 10 years and provided further than the provisions of
Subsection 6(j) hereof shall be applicable to the grant of ISOs to Employees
therein identified.
(c) If a holder of an option dies while he is employed by the
Company or a Subsidiary, such option may, to the extent that the holder of the
option was entitled to exercise such option on the date of his death, be
exercised during a period after his death fixed by the Committee, in its
discretion, at the time such option is granted, but in no event to exceed one
year, by his personal representative or representatives or by the person or
persons to whom the holder's rights under the option shall pass by will or by
the applicable laws of descent and distribution or by a qualified domestic
relations order; provided, however, that no option granted under the Plan may be
exercised to any extent by anyone after its expiration.
(d) In the event that a holder of an option shall voluntarily
retire or quit his employment without the written
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<PAGE>
consent of the Company or a Subsidiary or if the Company shall terminate the
employment of a holder of an option for cause, the options held by such holder
shall forthwith terminate. If a holder of an option shall voluntarily retire or
quit his employment with the written consent of the Company or a Subsidiary, or
if the employment of such holder shall have been terminated by the Company or a
Subsidiary for reasons other than cause, such holder may (unless his option
shall have previously expired pursuant to the provisions hereof) exercise his
option at any time prior to the first to occur of the expiration of the original
option period or the expiration of a period after termination of employment
fixed by the Committee, in its discretion, at the time the option is granted,
but in no event to exceed three months, to the extent of the number of Shares
subject to such option which were purchasable by him on the date of termination
of his employment. Options granted under the Plan shall not be affected by any
change of employment so long as the holder thereof continues to be an Employee.
(e) Anything to the contrary contained herein or in any option
agreement executed and delivered hereunder, no option shall be exercisable
unless and until the Plan has been approved by stockholders of the Company in
accordance with Section 13 hereof.
(f) Each option shall be nonassignable and nontransferable by
the option holder otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of ERISA, or the rules promulgated thereunder and shall be
exercisable during the lifetime of the option holder solely by him.
(g) An option holder desiring to exercise an option shall
exercise such option by delivering to the Company written notice of such
exercise, specifying the number of Shares to be purchased, together with payment
of the purchase price therefor; provided, however that no option may be
exercised in part with respect to fewer than 100 Shares, except to purchase the
remaining Shares purchasable under such option. Payment shall be made as
follows: (i) in United States dollars by cash or by check, certified check, bank
draft or money order payable to the order of the Company; (ii) at the discretion
of the Committee, by delivering to the Company Shares already owned by the
option holder and having a Fair Market Value on the date of exercise equal to
the exercise price, or a combination of such Shares and cash; or (iii) by any
other proper method specifically approved by the Committee.
(h) In order to assist an option holder with the acquisition
of Shares pursuant to the exercise of an option granted under the Plan, the
Committee may, in its discretion and subject to the requirements of applicable
statutes, rules and regulations, whenever, in its judgment, such assistance may
reasonably be expected to benefit the Company, authorize, either at the time of
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<PAGE>
the grant of the option or thereafter (i) the extension of a loan to the option
holder by the Company, (ii) the payment by the option holder of the purchase
price of the Shares in installments, or (iii) the guaranty by the Company of a
loan obtained by the option holder from a third party. The Committee shall
determine the terms of any such loan, installment payment arrangement or
guaranty, including the interest rate and other terms of repayment thereof.
Loans, installment payment arrangements and guaranties may be authorized with or
without security and the maximum amount thereof shall be the option price for
the Shares being acquired plus related interest payments.
(i) The aggregate Fair Market Value (determined at the time an
ISO is granted) of the Shares as to which an Employee may first exercise ISOs in
any one calendar year under all incentive stock option plans of the Company and
its Subsidiaries may not exceed $100,000.
(j) An ISO may be granted to an Employee owning, or who is
considered as owning by applying the rules of ownership set forth in Section
425(d) of the Code, over 10% of the total combined voting power of all classes
of stock of the Company or any Subsidiary if the option price of such ISO equals
or exceeds 110% of the Fair Market Value of a Share on the date the option is
granted and such ISO shall expire not more than five years after the date of
grant.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
(a) Subject to any required regulatory approval, new option
rights may be substituted for the option rights granted under the Plan, or the
Company's duties as to options outstanding under the Plan may be assumed, by a
corporation other than the Company, or by a parent or subsidiary of the Company
or such corporation, in connection with any merger, consolidation, acquisition,
separation, reorganization, liquidation or like occurrence in which the Company
is involved. Notwithstanding the foregoing or the provisions of Subsection 7(b)
hereof, in the event such corporation, or parent or subsidiary of the Company or
such corporation, does not substitute new option rights for, and substantially
equivalent to, the option rights granted hereunder, or assume the option rights
granted hereunder, the option rights granted hereunder shall terminate and
thereupon become null and void (i) upon dissolution or liquidation of the
Company, or similar occurrence, (ii) upon any merger, consolidation,
acquisition, separation, reorganization, or similar occurrence, in which the
Company will not be a surviving entity or (iii) upon a transfer of substantially
all of the assets of the Company or more than 80% of the outstanding Shares;
provided, however, that each option holder shall have the right immediately
prior to or concurrently with such dissolution, liquidation, merger,
consolidation, acquisition, separation, reorganization or similar occurrence, to
exercise any
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<PAGE>
unexpired option rights granted hereunder whether or not then exercisable. If
the exercise of the foregoing right by the holder of an ISO would be deemed to
result in a violation of the provisions of Subsection 6(i) of the Plan, then,
without further act on the part of the Committee or the option holder, such ISO
shall be deemed an NQO to the extent necessary to avoid any such violation.
(b) The existence of outstanding options shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of Common Stock or subscription
rights or any merger or consolidation of the Company, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the Shares
or the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise;
provided, however, that if the outstanding Shares shall at any time be changed
or exchanged by declaration of a stock dividend, stock split, combination of
shares or recapitalization, the number and kind of Shares subject to the Plan or
subject to any options theretofore granted, and the option prices, shall be
appropriately and equitably adjusted so as to maintain the proportionate number
of Shares without changing the aggregate option price.
(c) Adjustments under this Section 7 shall be made by the
Committee whose determination as to what adjustments, if any, shall be made, and
the extent thereof, shall be final.
8. PRIVILEGES OF STOCK OWNERSHIP
No option holder shall be entitled to the privileges of stock
ownership as to any Shares not actually issued and delivered to him.
9. SECURITIES REGULATION
(a) Each option shall be subject to the requirement that if at
any time the Board of Directors or Committee shall in its discretion determine
that the listing, registration or qualification of the Shares subject to such
option upon any securities exchange or under any Federal or state law, or the
approval or consent of any governmental regulatory body, is necessary or
desirable in connection with the issuance or purchase of Shares thereunder, such
option may not be exercised in whole or in part unless such listing,
registration, qualification, approval or consent shall have been effected or
obtained free from any
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<PAGE>
conditions not reasonably acceptable to the Board of Directors or Committee.
(b) Unless at the time of the exercise of an option and the
issuance of the Shares thereby purchased by any option holder hereunder there
shall be in effect as to such Shares a Registration Statement under the
Securities Act and the rules and regulations of the Securities and Exchange
Commission, or there shall be available an exemption from the registration
requirements of the Securities Act, the option holder exercising such option
shall deliver to the Company at the time of exercise a certificate (i)
acknowledging that the Shares so acquired may be "restricted securities" within
the meaning of Rule 144 promulgated under the Securities Act, (ii) certifying
that he is acquiring the Shares issuable to him upon such exercise for the
purpose of investment and not with a view to their sale or distribution; and
(iii) containing such option holder's agreement that such Shares may not be sold
or otherwise disposed of except in accordance with applicable provisions of the
Securities Act. The Company shall not be required to issue or deliver
certificates for Shares until there shall have been compliance with all
applicable laws, rules and regulations, including the rules and regulations of
the Securities and Exchange Commission.
10. EMPLOYMENT OF EMPLOYEE
Nothing contained in the Plan or in any option agreement
executed and delivered thereunder shall confer upon any option holder any right
to continue in the employ of the Company or any Subsidiary or to interfere with
the right of the Company or any Subsidiary to terminate such employment at any
time.
11. WITHHOLDING; DISQUALIFYING DISPOSITION
(a) The Company shall deduct and withhold from any salary or
other compensation for employment services of an option holder, all amounts
required to satisfy withholding tax liabilities arising from the grant or
exercise of an option under the Plan or the acquisition or disposition of Shares
acquired upon exercise of any such option.
(b) In the discretion of the Committee and in lieu of the
deduction and withholding provided for in subsection (a) above, the Company
shall deduct and withhold Shares otherwise issuable to the option holder having
a fair market value on the date income is recognized pursuant to the exercise of
an option equal to the amount required to be withheld.
(c) In the case of disposition by an option holder of Shares
acquired upon exercise of an ISO within (i) two years after the date of grant of
such ISO, or (ii) one year after the transfer of such Shares to such option
holder, such option holder shall give
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written notice to the Company of such disposition not later than 30 days after
the occurrence thereof, which notice shall include all such information as may
be required by the Company to comply with applicable provisions of the Code and
shall be in such form as the Company shall from time to time determine.
12. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
Subject to any required regulatory approval, the Board of
Directors or Committee may at any time amend, suspend or terminate the Plan,
provided that, except as set forth in Section 7 above, no amendment may be
adopted without the approval of stockholders which would:
(a) increase the number of Shares which may be issued pursuant
to the exercise of options granted under the Plan;
(b) permit the grant of an option under the Plan with an
option price less than 100% of the Fair Market Value of the Shares at the time
such option is granted;
(c) change the provisions of Section 4;
(d) extend the term of an option or the period during
which an option may be granted under the Plan;
(e) decrease an option exercise price (provided that the
foregoing does not preclude the cancellation of an option and a new grant at a
lower exercise price without stockholder approval); or
(f) materially increase the benefits accruing to participants
of the Plan.
Unless the Plan shall theretofore have been terminated by the Board of Directors
or Committee, the Plan shall terminate on June 5, 2006. No option may be granted
during the term of any suspension of the Plan or after termination of the Plan.
The amendment or termination of the Plan shall not, without the written consent
of the option holder to be affected, alter or impair any rights or obligations
under any option theretofore granted to such option holder under the Plan.
13. EFFECTIVE DATE
The effective date of the Plan shall be June 5, 1996, subject
to its approval by shareholders of the Company not later than June 4, 1997.
-8-
HOSPITALITY WORLDWIDE SERVICES, INC.
509 Madison Avenue
Suite 1114
New York, New York 10022
[DATE]
To: [Name]
c/o Hospitality Worldwide Services, Inc.
509 Madison Avenue
Suite 1114
New York, New York 10022
We are pleased to inform you that on [ ], in consideration for your
non-competition agreement set forth in paragraph 4 hereof, the Board of
Directors of Hospitality Worldwide Services, Inc. (the "Company"), granted you a
stock option (the "Option") to purchase [ ] shares (the "Shares") of Common
Stock, $.01 par value (the "Common Stock"), of the Company pursuant to the
Company's 1996 Stock Option Plan (the "Plan"), at a price of $[ ] per Share.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Plan (a copy of which in its present form is attached
hereto).
1. The Option may be exercised prior to [ ] (on which date, to the
extent not previously exercised, the Option will expire) as follows: [(i) as to
one-half the number of Shares immediately; (ii) as to one-quarter the number of
Shares on or after [ ]; and (iii) as to one-quarter the number of Shares on or
after [ .]
2. In the event that you voluntarily retire or quit your employment or
if the Company shall terminate your employment for cause, the Option shall
forthwith terminate. If you voluntarily retire or quit your employment with the
written consent of the Company, or if the Company shall terminate your
employment for reasons other than cause, the Option may be exercised (to the
extent then exercisable and unless the Option shall have previously expired
pursuant to the provisions hereof) within 90 days after such retirement or
termination (after which 90 day period the Option, to the extent not exercised,
will expire.)
3. In the event of your death, the Option may be exercised (to the
extent then exercisable) within three months after your death, with respect to
all or any portion of the Shares issuable upon exercise of the Option, by the
person or persons entitled to do so under your will or, if you shall have failed
to make testamentary disposition of the Option or shall have died intestate, by
your legal representative or representatives (after which three month period the
Option will, to the extent not exercised, expire). Except as provided above, the
Option hereby granted to you is not transferable in whole or in part.
4. In consideration for this Option, you agree that during the period
of your employment with the Company, or a
<PAGE>
subsidiary of the Company, and for a period of [one] year thereafter, you will
not (a) directly or indirectly own, manage, operate, join, control, participate
in, invest in, or otherwise be connected with, in any manner, whether as an
officer, director, employee, partner, investor or otherwise, any business entity
that is engaged in the [hospitality restoration business] or in any other
business in which the Company, or any of its subsidiaries, are engaged during
such period, (1) in all locations in which the Company is doing business, and
(2) in all locations in respect of which the Company is actively planning for
and/or pursuing a business opportunity, whether or not the Company theretofore
has submitted any bids, (b) for yourself or on behalf of any other person,
partnership, corporation or entity, call on any customer of the Company for the
purpose of soliciting, diverting or taking away any customer from the Company
(1) in all locations in which the Company is doing business, and (2) in all
locations in respect of which the Company is actively planning for and/or
pursuing a business opportunity, whether or not the Company theretofore has
submitted any bids, or (c) induce, influence or seek to induce or influence any
person engaged as an employee, representative, agent, independent contractor or
otherwise by the Company, to terminate his or her relationship with the Company.
Nothing herein contained shall be deemed to prohibit you from (x) investing your
funds in securities of an issuer if the securities of such issuer are listed for
trading on a national securities exchange or are traded in the over-the-counter
market and Employee's holdings therein represent less than 2% of the total
number of shares or principal amount of the securities of such issuer
outstanding, or (y) owning securities, regardless of amount, of the Company.
You hereby acknowledge that the provisions of this Paragraph 4 are
reasonable and necessary for the protection of the Company, and that each
provision, and the period or periods of time, geographic areas and types and
scope of restrictions on the activities specified herein are, and are intended
to be, divisible. In the event that any provision of this Paragraph 4, including
any sentence, clause or part hereof, shall be deemed contrary to law or invalid
or unenforceable in any respect by a court of competent jurisdiction, the
remaining provisions shall not be affected, but shall, subject to the discretion
of such court, remain in full force and effect and any invalid and unenforceable
provisions shall be deemed, without further action on the part of the parties
hereto, modified, amended and limited to the extent necessary to render the same
valid and enforceable.
5. This Option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan, as from time to
time amended, provided, however, that no future amendment or termination of the
Plan shall, without your consent, alter or impair any of your rights or
obligations under the Option. Reference is made to the terms and conditions of
the Plan, all of which are incorporated by reference in the Option agreement as
if fully set forth herein.
6. The Company, in its sole discretion, may file a registration
statement under the Securities Act of 1933, as amended (the "Act"), in order to
register the Shares. Unless at the time of the exercise of the Option a
registration statement under the
-2-
<PAGE>
Act is in effect as to such Shares, any Shares purchased by you upon the
exercise of the Option shall be acquired for investment and not for sale or
distribution, and if the Company so requests, upon any exercise of the Option,
in whole or in part, you will execute and deliver to the Company a certificate
to such effect. The Company shall not be obligated to issue any Shares pursuant
to the Option if, in the opinion of counsel to the Company, the Shares to be so
issued are required to be registered or otherwise qualified under the Act or
under any other applicable statute, regulation or ordinance affecting the sale
of securities, unless and until such Shares have been so registered or otherwise
qualified.
7. You understand and acknowledge that, under existing law, unless at
the time of the exercise of the Option a registration statement under the Act is
in effect as to such Shares (i) any Shares purchased by you upon exercise of the
Option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be made only in accordance with the terms and
conditions of that Rule (which, under certain circumstances, restrict the number
of shares which may be sold and the manner in which shares may be sold); (iii)
in the case of securities to which Rule 144 is not applicable, compliance with
some other disclosure exemption will be required before any Shares may be sold;
(iv) certificates for Shares to be issued to you hereunder shall bear a legend
to the effect that the Shares have not been registered under the Act and that
the Shares may not be sold, hypothecated or otherwise transferred in the absence
of an effective registration statement under the Act relating thereto or an
opinion of counsel satisfactory to the Company that such registration is not
required; (v) the Company will place an appropriate "stop transfer" order with
its transfer agent with respect to such Shares; and (vi) the Company has
undertaken no obligation to register the Shares or to include the Shares in any
registration statement which may be filed by it subsequent to the issuance of
the shares to you.
8. The Option (or installment thereof) is to be exercised by delivering
to the Company a written notice of exercise in the form attached hereto as
Exhibit A, specifying the number of Shares to be purchased, together with
payment of the purchase price of the Shares to be purchased. The purchase price
is to be paid in cash or, at the discretion of the Board of Directors, by
delivering shares of Common Stock of the Company already owned by you and having
a Fair Market Value on the date of exercise equal to the exercise price of the
Option, or in lieu of payment for bona fide services rendered, not in connection
with the offer or sale of securities in a capital-raising transaction, or a
combination of services, Common Stock and cash, or otherwise in accordance with
the Plan.
9. You understand and acknowledge that nothing contained in this Option
Agreement shall confer upon you any right to continue in the employ of the
Company, or any subsidiary of the Company, or to interfere with the right of the
Company or any subsidiary of the Company to terminate your employment at any
time.
-3-
<PAGE>
Would you kindly evidence your acceptance of the Option and your
agreement to comply with the provisions hereof and of the Plan by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
HOSPITALITY WORLDWIDE SERVICES, INC.
By:
---------------------------------
Alan G. Friedberg
President & Chief Executive Officer
AGREED TO AND ACCEPTED:
- ------------------------
[name of optionee]
-4-
<PAGE>
EXHIBIT A
HOSPITALITY WORLDWIDE SERVICES, INC.
509 Madison Avenue
Suite 1114
New York, New York 10022
Gentlemen:
Notice is hereby given of my election to purchase [ ] shares of Common
Stock, $.01 par value (the "Shares"), of Hospitality Worldwide Services, Inc. at
a price of $[ ] per Share, pursuant to the provisions of the option granted to
me on [ ] pursuant to the Company's 1996 Stock Option Plan. Enclosed in payment
for the Shares is:
/ / my check in the amount of $________.
*/ / ___________ Shares having a total value $________,
such value being based on the closing price(s) of
the Shares on the date hereof.
*/ / confirmation of services rendered in lieu of
$________.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________
Name ___________________
Address ___________________
___________________
Social Security Number ___________________
Dated: _______________, ____
Very truly yours,
--------------------------
*Subject to the approval of the
Board of Directors
-5-
HOSPITALITY WORLDWIDE SERVICES, INC.
1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
ARTICLE I
PURPOSE
The purpose of the Hospitality Worldwide Services, Inc. 1996 Outside
Directors' Stock Option Plan (the "Plan") is to secure for Light Savers U.S.A.,
Inc. and its stockholders the benefits arising from stock ownership by its
Outside Directors. The Plan will provide a means whereby such Outside Directors
may purchase shares of the common stock, $.01 par value, of Light Savers U.S.A.,
Inc. pursuant to options granted in accordance with the Plan.
ARTICLE II
DEFINITIONS
The following capitalized terms used in the Plan shall have the
respective meanings set forth in this Article:
2.1 "BOARD" shall mean the Board of Directors of Light Savers U.S.A.,
Inc.
2.2 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
2.3 "COMPANY" shall mean Hospitality Worldwide Services, Inc. and any
of its Subsidiaries.
2.4 "DIRECTOR" shall mean any person who is a member of the Board of
Directors of the Company.
2.5 "OUTSIDE DIRECTOR" shall mean any Director who is neither a present
nor past employee of the Company or a Subsidiary of the Company.
2.6 "ERISA" means the Employee Retirement Income Security Act of 1974.
2.7 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
2.8 "EXERCISE PRICE" shall mean the price per Share at which an Option
may be exercised.
2.9 "FAIR MARKET VALUE" of the Shares means the closing price of
publicly traded Shares on the national securities exchange on which the Shares
are listed on the Grant Date (if the Shares are so listed) or on the Nasdaq
National Market on the Grant Date (if the
<PAGE>
Shares are regularly quoted on the Nasdaq National Market), or, if not so listed
or regularly quoted, the mean between the closing bid and asked prices of
publicly traded Shares in the over-the-counter market on the Grant Date, or, if
such bid and asked prices shall not be available, as reported by any nationally
recognized quotation service selected by the Company on the Grant Date, or as
determined by the Board in a manner consistent with the provisions of the Code.
2.9 "GRANT DATE" shall mean the Initial Grant Date and any Subsequent
Grant Date.
2.10 "INITIAL GRANT DATE" shall mean the later to occur of (i) the date
an Outside Director becomes a Director, and (ii) the date on which the Board
approves the Plan.
2.11 "OPTION" shall mean an Option to purchase Shares granted pursuant
to the Plan.
2.12 "OPTION AGREEMENT" shall mean the written agreement described in
Article VI herein.
2.13 "PERMANENT DISABILITY" shall mean the condition of an Outside
Director who is unable to participate as a member of the Board by reason of any
medically determined physical or mental impairment that can be expected to
result in death or which can be expected to last for a continuous period of not
less than 12 months.
2.14 "PURCHASE PRICE" shall be the Exercise Price multiplied by the
number of whole Shares with respect to an Option may be exercised.
2.15 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
2.16 "SHARES" shall mean shares of common stock, $.01 par value, of the
Company.
2.17 "SUBSEQUENT GRANT DATE" shall mean any Grant Date other than the
Initial Grant Date.
2.18 "SUBSIDIARIES" shall have the meaning provided in Section 425(f)
of the Code.
ARTICLE III
ADMINISTRATION
3.1 GENERAL. This Plan shall be administered by the Board in accordance
with the express provisions of this Plan.
-2-
<PAGE>
3.2 POWERS OF THE BOARD. The Board shall have full and complete
authority to adopt such rules and regulations and to make all such other
determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.
ARTICLE IV
SHARES SUBJECT TO PLAN
Subject to adjustment in accordance with Article IX, an aggregate of
250,000 Shares is reserved for issuance under this Plan. Shares sold under this
Plan may be either authorized but unissued Shares or reacquired Shares. If an
Option, or any portion thereof, shall expire or terminate for any reason without
having been exercised in full, the unpurchased Shares covered by such Option
shall be available for future grants of Option.
ARTICLE V
GRANTS
5.1 INITIAL GRANTS. On the Initial Grant Date, each Outside Director
who becomes a Director after March 1, 1996 shall receive the grant of an option
to purchase 15,000 Shares. If an Outside Director was granted an option as of
the date the Board approved the Plan, then such grant is subject to shareholder
approval of the Plan.
5.2 SUBSEQUENT GRANTS. To the extent that Shares remain available for
the grant of Options under the Plan, each year on April 1, beginning April 1,
1997, each Outside Director shall be granted an Option to purchase 10,000
Shares.
5.3 ADJUSTMENT OF GRANTS. The number of Shares set forth in Section 5.1
and 5.2 as to which Options shall be granted shall be subject to adjustment as
provided in Section 9.1 hereof.
5.4 COMPLIANCE WITH RULE 16B-3. The terms for the grant of Options to
an Outside Director may only be changed if permitted under Rule 16b-3 under the
Exchange Act and, accordingly, the formula for the grant of Options may not be
changed or otherwise modified more than once in any six month period, other than
to comport with changes in the Code, ERISA or the rules and regulations
thereunder.
ARTICLE VI
TERMS OF OPTION
Each Option shall be evidenced by a written Option Agreement executed
by the Company and the Outside Director which shall specify the Grant Date, the
number of Shares subject to the Option and the Exercise Price and shall also
include or incorporate by reference the substance of all of the following
provisions and such other provisions consistent with this Plan as the Board may
determine.
-3-
<PAGE>
6.1 TERM. The term of each Option shall be five years from the Grant
Date thereof, subject to earlier termination in accordance with Articles VI and
X.
6.2 RESTRICTION ON EXERCISE. Options shall be exercisable in three
equal installments beginning on the first anniversary of the Initial Grant Date
or any Subsequent Grant Date, provided, however, that in the case of the Outside
Director's death or Permanent Disability, the Options held by him will become
immediately exercisable. No Option shall be exercisable until more than six
months have elapsed from the Grant Date; and no Option will be exercisable until
shareholder approval of the Plan shall have been obtained.
6.3 EXERCISE PRICE. The Exercise Price for each Share subject to an
Option shall be the Fair Market Value of the Share as determined in Section 2.8
herein.
6.4 MANNER OF EXERCISE. An Option shall be exercised in accordance with
its terms, by delivery of a written notice of exercise to the Company, and
payment of the full purchase price of the Shares being purchased. An Outside
Director may exercise an Option with respect to all or less than all of the
Shares for which the Option may then be exercised, but a Director must exercise
the Option in full Shares.
6.5 PAYMENT. The Purchase Price of Shares purchased pursuant to an
Option or portion thereof, may be paid:
(a) in United States Dollars, in cash or by check, bank draft
or money order payable to the Company;
(b) at the discretion of the Board by delivery of Shares
already owned by an Outside Director with an aggregate Fair
Market Value on the date of exercise equal to the Purchase
Price, subject to the provisions of Section 16(b) of the
Exchange Act; and
(c) through the written election of the Outside Director to
have Shares withheld by the Company from the Shares otherwise
to be received with such withheld Shares having an aggregate
Fair Market Value on the date of exercise equal to the
Purchase Price.
6.6 TRANSFERABILITY. No Option shall be transferable otherwise than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of ERISA, or the rules
promulgated thereunder, and an Option shall be exercisable during the Outside
Director's lifetime only by the Outside Director, his guardian or legal
representative.
-4-
<PAGE>
6.7 TERMINATION OF MEMBERSHIP ON THE BOARD. If an Outside Director's
membership on the Board terminates for any reason other than cause, including
the death of an Outside Director, an Option vested on the date of termination
may be exercised in whole or in part at any time within ninety (90) days after
the date of such termination (but in no event after the term of the Option
expires) and shall thereafter terminate. If an Outside Director's membership on
the Board is terminated for cause, which determination shall be made by the
Board, Options held by him shall terminate concurrently with termination of
membership.
6.8 CAPITAL CHANGE OF THE COMPANY. In the event of any merger,
reorganization or consolidation of the Company, all Options granted under the
Plan shall immediately, prior to such merger, reorganization or consolidation,
vest assuming that the option holder has held the Option for at least six
months. In the event of a stock dividend or recapitalization, or other change in
corporate structure affecting the Shares not covered in the first sentence of
this Section 6.8 (or in the event of a merger, reorganization or consolidation
where the option holder has not held the Option for at least six months), the
Board shall make an appropriate and equitable adjustment in the number and kind
of shares reserved for issuance under the Plan and in the number and option
price of shares subject to outstanding Options granted under the Plan, to the
end that after such event each option holder's proportionate interest shall be
maintained as immediately before the occurrence of such event.
ARTICLE VII
GOVERNMENT AND OTHER REGULATIONS
7.1 DELIVERY OF SHARES. The obligation of the Company to issue or
transfer and deliver Shares for exercised Options under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approvals which
shall then be in effect.
7.2 HOLDING OF STOCK AFTER EXERCISE OF OPTION. The Option Agreement
shall provide that the Outside Director, by accepting such Option, represents
and agrees, for the Outside Director and his permitted transferees hereunder
that none of the Shares purchased upon exercise of the Option shall be acquired
with a view to any sale, transfer or distribution of the Shares in violation of
the Securities Act and the person exercising an Option shall furnish evidence
satisfactory to that Company to that effect, including an indemnification of the
Company in the event of any violation of the Act by such person. Notwithstanding
the foregoing, the Company in its sole discretion may register under the Act the
Shares issuable upon exercise of the Options under the Plan.
-5-
<PAGE>
ARTICLE VIII
WITHHOLDING TAX
The Company may in its discretion, require an Outside Director to pay
to the Company, at the time of exercise of an Option an amount that the Company
deems necessary to satisfy its obligations to withhold federal, state or local
income or other taxes (which for purposes of this Article includes an Outside
Director's FICA obligation) incurred by reason of such exercise. When the
exercise of an Option does not give rise to the obligation to withhold federal
income taxes on the date of exercise, the Company may, in its discretion,
require an Outside Director to place Shares purchased under the Option in escrow
for the benefit of the Company until such time as federal income tax withholding
is required on amounts included in the Outside Director's gross income as a
result of the exercise of an Option. At such time, the Company, in its
discretion, may require an Outside Director to pay to the Company an amount that
the Company deems necessary to satisfy its obligation to withhold federal, state
or local taxes incurred by reason of the exercise of the Option, in which case
the Shares will be released from escrow upon such payment by an Outside
Director.
ARTICLE IX
ADJUSTMENT
9.1 PROPORTIONATE ADJUSTMENTS. If the outstanding Shares are increased,
decreased, changed into or exchanged into a different number of kind of Shares
or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
to the maximum number and kind of Shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
Shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change in the
Purchase Price applicable to the unexercised portion of the Option with a
corresponding adjustment in the Exercise Price of the Shares covered by the
Option. Notwithstanding the foregoing, there shall be no adjustment for the
adjustment for the issuance of Shares on conversion of notes, preferred stock or
exercise of warrants or Shares issued by the Board for such consideration as the
Board deems appropriate.
9.2 DISSOLUTION OR LIQUIDATION. Upon the dissolution or liquidation of
the Company, or upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not the
surviving corporation, or upon a sale of substantially all of the property or
more than 80% of the then outstanding Shares of the Company to another
corporation, the Company shall give to each Outside Director at the
-6-
<PAGE>
time of adoption of the plan for liquidation, dissolution, merger or sale either
(1) a reasonable time thereafter within which to exercise the Option prior to
the effective date of such liquidation or dissolution, merger or sale, or (2)
the right to exercise the Option as to an equivalent number of Shares of stock
of the corporation succeeding the Company or acquiring its business by reason of
such liquidation, dissolution, merger, consolidation or reorganization.
ARTICLE X
AMENDMENT OR TERMINATION OF PLAN
10.1 AMENDMENTS. The Board may at any time amend or revise the terms of
the Plan, provided no such amendment or revision shall, unless appropriate
shareholder approval of such amendment or revision is obtained:
(a) increase the maximum number of Shares which may be sold
pursuant to Options granted under the Plan, except as
permitted under the provisions of Article IX;
(b) change the minimum Exercise Price set forth in Article VI;
(c) increase the maximum term of Options provided for in
Article VI;
(d) permit the granting of Options to anyone other than as
provided in Article V; or
(e) materially increase the benefits accruing to participants
of the Plan.
10.2 TERMINATION. The Board at any time may suspend or terminate this
Plan. This Plan, unless sooner terminated, shall terminate on the tenth (10th)
anniversary of its adoption by the Board. Termination of the Plan shall not
affect Options previously granted thereunder. No Option may be granted under
this Plan while this Plan is suspended or after it is terminated.
10.3 CONSENT OF HOLDER. No amendment, suspension or termination of the
Plan shall, without the consent of the holder of Options, alter or impair any
rights or obligations under any Option theretofore granted under the Plan.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 PRIVILEGE OF STOCK OWNERSHIP. No Outside Director entitled to
exercise any Option granted under the Plan shall have any of the rights or
privileges of a shareholder of the Company with respect to any Shares issuable
upon exercise of an Option
-7-
<PAGE>
until certificates representing the Shares shall have been issued and delivered.
11.2 PLAN EXPENSES. Any expenses incurred in the administration of the
Plan shall be borne by the Company.
11.3 GOVERNING LAW. The Plan has been adopted under the laws of the
State of New York. The Plan and all Options which may be granted hereunder and
all matters related thereto, shall be governed by and construed and enforceable
in accordance with the laws of the State of New York as it then exists.
ARTICLE XII
SHAREHOLDER APPROVAL
This Plan is subject to approval, at a duly held shareholders' meeting
within 12 months after the date the Board approves this Plan, by the affirmative
vote of holders of a majority of the voting Shares of the Company represented in
person or by proxy and entitled to vote at the meeting. Options may be granted,
but not exercised, before such shareholder approval is obtained. If the
shareholders fail to approve the Plan within the required time period, any
Options granted under this Plan shall be void, and no additional Options may
thereafter be granted.
-8-
HOSPITALITY WORLDWIDE SERVICES, INC.
509 MADISON AVENUE, SUITE 1114
NEW YORK, NEW YORK 10022
[DATE]
To: [NAME]
We are pleased to inform you that on [ ] you were granted
a stock option pursuant to the 1996 Outside Directors' Stock Option Plan (the
"Plan") of Light Savers U.S.A., Inc. (the "Company") to purchase an aggregate of
[ ] shares (the "Shares") of Common Stock, par value $.01 per share, of the
Company, at a purchase price of $[ ] per Share.
No part of this option is currently exercisable. This option
may first be exercised with respect to [ ] Shares in whole or in part, at any
time and from time to time on or after [ ]. This option may be exercised with
respect to an additional [ ] Shares in whole or in part, at any time and from
time to time on or after [ ]. This option may be exercised with respect to the
remaining [ ] Shares in whole or in part, at any time and from time to time on
or after [ ]. You must purchase a minimum of 100 Shares each time you choose to
purchase Shares, except to purchase the remaining Shares available to you. This
option, to the extent not previously exercised, will expire on [ ].
This option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan (a copy of which in
its present form is attached hereto), as from time to time amended, provided,
however, that no future amendment or termination of the Plan shall, without your
consent, alter or impair any of your rights or obligations under this option.
Reference is made to the terms and conditions of the Plan, all of which are
incorporated by reference in this option agreement as if fully set forth herein.
Unless at the time of the exercise of this option a
registration statement under the Securities Act of 1933, as amended (the "Act"),
is in effect as to such Shares, any Shares purchased by you upon the exercise of
this option shall be acquired for investment and not for resale or distribution,
and if the Company so requests, upon any exercise of this option, in whole or in
part, you will execute and deliver to the Company a certificate to such effect.
The Company shall not be obligated to issue any Shares pursuant to this option
if, in the opinion of counsel to the Company, the Shares to be so issued are
required to be registered or otherwise qualified under the Act or under any
other applicable statute, regulation or ordinance affecting the sale of
securities, unless and until such Shares have been so registered or otherwise
qualified.
You understand and acknowledge that, under existing law,
unless at the time of the exercise of this option a registration statement under
the Act is in effect as to such Shares
<PAGE>
(i) any Shares purchased by you upon exercise of this option may be required to
be held indefinitely unless such Shares are subsequently registered under the
Act or an exemption from such registration is available; (ii) any sales of such
Shares made in reliance upon Rule 144 promulgated under the Act may be made only
in accordance with the terms and conditions of that Rule (which, under certain
circumstances, restrict the number of shares which may be sold and the manner in
which shares may be sold); (iii) in the case of securities to which Rule 144 is
not applicable, or some other disclosure exemption will be required; (iv)
certificates for Shares to be issued to you hereunder shall bear a legend to the
effect that the Shares have not been registered under the Act and that the
Shares may not be sold, hypothecated or otherwise transferred in the absence of
an effective registration statement under the Act relating thereto or an opinion
of counsel satisfactory to the Company that such registration is not required;
(v) the Company will place an appropriate "stop transfer" order with its
transfer agent with respect to such Shares; and (vi) the Company has undertaken
no obligation to register the Shares or to include the Shares in any
registration statement which may be filed by it subsequent to the issuance of
the shares to you. In addition, you understand and acknowledge that the Company
has no obligation to you to furnish information necessary to enable you to make
sales under Rule 144.
This option (or installment thereof) is to be exercised by
delivering to the Company a written notice of exercise in the form attached
hereto as Exhibit A, specifying the number of Shares to be purchased, together
with payment of the purchase price of the Shares to be purchased. The purchase
price is to be paid in cash or, at the discretion of the Board, by delivering
shares of the Company's stock already owned by you and having a fair market
value on the date of exercise equal to the exercise price of this option, or a
combination of such shares and cash, or otherwise in accordance with the Plan.
Kindly evidence your acceptance of this option and your
agreement to comply with the provisions hereof and of the Plan by executing this
letter under the words "Agreed To and Accepted."
Very truly yours,
HOSPITALITY WORLDWIDE SERVICES, INC.
By:__________________________
Alan G. Friedberg
President & Chief Executive Officer
AGREED TO AND ACCEPTED:
- -----------------------
-2-
<PAGE>
EXHIBIT A
Hospitality Worldwide Services, Inc.
509 Madison Avenue, Suite 1114
New York, New York 10022
Gentlemen:
Notice is hereby given of my election to purchase [ ] shares
of Common Stock, $.01 par value (the "Shares"), of Hospitality Worldwide
Services, Inc. (the "Company"), at a price of $[ ] per Share, pursuant to the
provisions of the stock option granted to me on [ ], under the Company's 1996
Outside Directors' Stock Option Plan. Enclosed in payment for the Shares is:
/ / my check in the amount of $________.
*/ / ___________ Shares having a total value of $________,
such value being based on the closing price(s) of the
Shares on the date hereof.
The following information is supplied for use in issuing and
registering the Shares purchased hereby:
Number of Certificates
and Denominations ___________________________________
Name ___________________________________
Address ___________________________________
___________________________________
Social Security Number
Dated: _______________, ____
Very truly yours,
--------------------------
*Subject to the approval of the Board of Directors
OPTION
The undersigned hereby grants [ ] (pursuant to the LIGHT SAVERS U.S.A., INC.
1994 Non-Statutory Stock Option Plan dated February 14, 1994 attached hereto) an
option to purchase [ ] shares of LIGHT SAVERS U.S.A., INC., a New York
corporation ("Option Agreement").
Option Period. This option shall be for a period of five years
from the date of this Option Agreement ("Option Period").
Option Price. The Option price shall be $[ ] per share for an aggregate of $[ ]
if the entire [ ] shares are purchased. The option price of the shares of Common
Stock shall be paid in full at the time of exercise and no shares of Common
Stock shall issued until full payment is made therefor. Payment shall made
either (i) in cash, represented by bank or cashier's check, certified check or
money order (ii) in lieu of payment for bona fide services rendered, and such
services were not in connection with the offer or sale of securities in a
capital-rising transaction, (iii) by delivering shares of the undersigned's
Common stock which have been beneficially owned by the optionee, the optionee's
spouse, or both of them for a period of at least six (6) months prior to the
time of exercise (the "Delivered Stock") in a number equal to the number of
shares of Stock being purchased upon exercise of the Option or (iv) by delivery
of shares of corporate stock which are freely tradeable without restriction and
which are part of a class of securities which has been listed for trading on the
NASDAQ system or a national securities exchange, with an aggregate fair market
value equal to or greater than the exercise price of the shares of Stock being
purchased under the Option, or (v) a combination of cash, services, Delivered
Stock or other corporate shares.
Shareholder Rights. No holder of an Option shall be, or have any of the rights
and privileges of, a shareholder of the undersigned in respect of any shares of
Common Stock purchasable upon exercise of any part of an Option unless and until
certificates representing such shares shall have been issued by the Corporation
to him or her.
Determination of Exercise Date. This Option or a portion of this Option shall be
deemed exercised when written notice thereof, accompanied by the appropriate
payment in full, is received by the Corporation.
Date: [ ]
LIGHT SAVERS U.S.A., INC.
By: /S/ TOVA SCHWARTZ
-----------------
Tova Schwartz, President
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, NY 10022
212 753 7200
February 12, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Hospitality Worldwide Services, Inc.-
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
dated the date hereof (the "Registration Statement"), filed with the Securities
and Exchange Commission by Hospitality Worldwide Services, Inc., a New York
corporation (the "Company"). The Registration Statement relates to an aggregate
of 2,050,000 (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"). The Shares will be issued and sold by the Company in accordance
with (i) the Company's 1996 Stock Option Plan (the "1996 Plan"), (ii) the
Company's 1996 Outside Directors' Stock Option Plan (the "Outside Directors'
Plan"), and (iii) options granted to officers of the Company (the "Officer
Options").
We advise you that we have examined originals or copies
certified or otherwise identified to our satisfaction of the Certificate of
Incorporation and By-laws of the Company, minutes of meetings of the Board of
Directors and shareholders of the Company, the Plan and such other documents,
instruments and certificates of officers and representatives of the Company and
public officials, and we have made such examination of the law, as we have
deemed appropriate as the basis for the opinion hereinafter expressed. In making
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies.
<PAGE>
Securities and Exchange Commission
February 12, 1997
Page -2-
Based upon the foregoing, we are of the opinion that the
Shares, when issued and paid for in accordance with the terms and conditions set
forth in each of the 1996 Plan, the Outside Directors' Plan and the Officer
Options, will be duly and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Worldwide Hospitality Services, Inc.
(formerly LIght Savers U.S.A., Inc.)
We hereby consent to the incorporation in the Prospectus constituting a part of
this Registration Statement of Worldwide Hospitality Services, Inc. on Form S-8
of our report dated April 12, 1996, relating to the consolidated financial
statements of Worldwide Hospitality Services, Inc. (formerly Light Savers
U.S.A., Inc.) and subsidiaries appearing in the Annual Report on Form 10-KSB/A
of Worldwide Hospitality Services, Inc. for the year ended December 31, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO Seidman, LLP
New York, New York
February 11, 1997
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 20, 1995
included in Light Savers U.S.A. Inc.'s Form 10-KSB for the year ended December
31, 1995 and to all references to our Firm included in this registration
statement on Form S-8.
Arthur Andersen LLP
New York, New York
February 11, 1997
