As filed with the Securities and Exchange Commission on June 3, 1997
Registration No. 333-5101
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOSPITALITY WORLDWIDE SERVICES, INC.
(FORMERLY KNOWN AS LIGHT SAVERS U.S.A., INC.)
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(Exact name of Registrant as specified in its charter)
New York 11-3096379
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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450 Park Avenue
Suite 2603
New York, New York 10022
(212) 223-0699
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(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
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Howard G. Anders
Hospitality Worldwide Services, Inc.
450 Park Avenue
Suite 2603
New York, New York 10022
(212) 223-0699
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
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Approximate date of commencement of proposed sale to the
public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
<PAGE>
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED June 3, 1997
PROSPECTUS
3,283,821 SHARES
HOSPITALITY WORLDWIDE SERVICES, INC.
Common Stock ($.01 par value)
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders") of an aggregate of 3,283,821 shares
(the "Shares") of the Common Stock, $.01 par value (the "Common Stock"), of
Hospitality Worldwide Services, Inc. (the "Company") of which (i) 2,879,655 were
previously issued by the Company to certain of the Selling Shareholders, (ii)
104,166 will be issued by the Company to certain of the Selling Shareholders
upon exercise of certain warrants (the "Warrants") and (iii) 300,000 will be
issued upon exercise of an option (the "Option") granted to Resource Holdings
Associates, a New York limited partnership ("Resource Holdings"). The Warrants
were issued to the underwriters in the Company's initial public offering
consummated in October 1994. The Warrants are exercisable at a price of $3.60
per share until January 25, 1999. 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 in
the over-the-counter market, 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 the Nasdaq SmallCap Market ("Nasdaq")
under the symbol "ROOM." On May 30, 1997, the closing bid price for the Common
Stock as reported by Nasdaq was $8.00.
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AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS
WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" AT PAGE 3 HEREOF.
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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.
CERTAIN MATTERS DISCUSSED IN THIS REGISTRATION STATEMENT ARE FORWARD-
LOOKING STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED.
The date of this Prospectus is , 1997.
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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.
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the securities 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,
each such statement being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996, and Report on Form 10-QSB for the quarter ended March 31, 1997 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. 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's Current Reports on Form 8-K filed on January 24, 1997 and
on Form 8-K/A filed on March 25, 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.
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 450 Park Avenue, Suite
2603, 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
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<PAGE>
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.
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 year ended December 31, 1996, the Company had net
income of $1,842,678, 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 year ended December 31, 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.
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SUBSTANTIAL RELIANCE UPON, ATTRACTION AND RETENTION OF KEY PERSONNEL. The
Company's business is substantially reliant upon the efforts and abilities of
Leonard Parker, Chairman of the Board of the Company, Robert Berman, President
of the Company, Alan Friedberg, President of the Company's Renovation Division,
Douglas Parker, President of the Company's Purchasing Division and of LPC, and
Guillermo Montero, President of HRB. The loss of or the unavailability to the
Company of the services of Messrs. Leonard Parker, Berman, Friedberg, Douglas
Parker and Montero 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. Leonard Parker,
Berman, Friedberg, Douglas Parker and Montero with the Company paying the
premium thereon and being the beneficiary. The loss of the services of Messrs.
Leonard Parker, Berman, Friedberg, Douglas Parker and Montero would be
detrimental to the Company.
SHARES ELIGIBLE FOR FUTURE SALE. Of the 7,805,989 shares of outstanding Common
Stock, 2,608,750 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
5,197,239 shares are "restricted" securities as that term is defined under Rule
144 and in the future may be sold only pursuant to a registration statement
under the Securities Act or an applicable exemption from registration
thereunder, including pursuant to Rule 144. The resale of an aggregate of
3,283,821 shares of Common Stock is being registered in the Registration
Statement of which this Prospectus forms a part. 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. 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.
THE COMPANY
GENERAL
The Company, formerly known as Light Savers U.S.A., Inc., 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. 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's primary marketing tool was the utilization of
Con Edison's Applepower Rebate Program (the "Con Edison Rebate Program"), under
which Con Edison offered rebates to those who utilized energy saving devices of
a substantial amount, if not all, of the cost of the fixtures, which left the
customer responsible for payment of a small portion, if any, of the cost. In
1994, Con Edison substantially reduced the Con Edison Rebate Program, making it
less advantageous for the Company to use the Con Edison Rebate Program as a
marketing tool. As a result, the Company's revenues were substantially reduced.
In August 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 provides 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.
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<PAGE>
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 (the "Divestiture Agreement") pursuant
to which (i) the Company sold its lighting business to Tova Schwartz, the
Company's former President and Chief Executive Officer; (ii) Ms. Schwartz
resigned from her positions as a director and officer of the Company and HRB;
(iii) the Company repurchased 500,000 shares of Common Stock from Ms. Schwartz
for $250,000; (iv) Ms. Schwartz granted to the Company the option to purchase an
additional 1,000,000 shares of Common Stock; (v) the Company retained Ms.
Schwartz as a consultant for a period of three years at a salary of $100,000 per
year; (vi) prior to resigning, Ms. Schwartz, the then sole remaining director of
the Company (since Howard G. Anders, Moshe Greenfield and Moise Hendeles
resigned from their positions as directors of the Company effective February 25,
1996), appointed Mr. Friedberg and Robert A. Berman to the Company's Board of
Directors and the parties appointed Mr. Friedberg as the Company's President and
Chief Executive Officer; (vii) the Company entered into three-year employment
agreements with each of Messrs. Friedberg and Montero; and (viii) the Company
engaged Resource Holdings as its financial advisor. Subsequently, on March 25,
1996, Mr. Berman resigned from the Company's Board of Directors and the Board
elected Scott A. Kaniewski as Watermark's representative to the Board of
Directors.
In October 1996, the Company changed its name from Light
Savers, U.S.A., Inc. to Hospitality Worldwide Services, Inc. The change of the
corporate name is more indicative of the nature of the Company's business in
view of the significant change in the character and strategic focus resulting
from the acquisition of AGF and disposal of the Company's lighting business.
These transactions were part of a strategic corporate program to refocus the
Company's business operations into areas with higher growth potential. The name
change was approved at the annual shareholders meeting held in September 1996.
Until January, 1997, the Company's only line of business was
to provide 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, which 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.
On January 10, 1997, the Company completed the acquisition of
Leonard Parker Company ("LPC"), a leading purchasing company for the hospitality
industry that acts as an 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. In its role as
purchasing agent, LPC purchases annually approximately $250 million of goods and
services for its customers. Founded in 1969, the privately-held Leonard Parker
Company had revenue in excess of $56 million for the year ended December 31,
1996. The purchase price of LPC of approximately $12,000,000 consisted of
1,250,000 newly issued shares of Common Stock and $5 million stated value of
newly issued 6% redeemable convertible preferred stock of the Company,
convertible, on a formula basis into not less than 1,000,000 and no more than
5,000,000 shares of Common Stock (at the present stock price) not earlier than
January 1, 1998. The acquisition will be accounted for as a purchase method of
accounting with the results of LPC included in the consolidated financial
statements of the Company from the acquisition date.
The Company currently maintains its executive offices at 450
Park
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Avenue, Suite 2603, New York, NY 10022, and its telephone number is (212) 223-
0699. HRB maintains its principal office at 1800 Century Park East, Suite 370,
Los Angeles, California 90067, and its telephone number is (310) 286-6400. HRB
also maintains a satellite office in Coral Springs, Florida. LPC maintains its
executive office at 550 Biltmore Way, Coral Gables, Florida, 33134, and its
telephone number is (305) 774-3000. LPC also has offices in Los Angeles,
California, Singapore and South Africa.
RECENT DEVELOPMENTS
In May 1997, the Company entered into an Agreement to Joint
Venture (the "JV Agreement") with Apollo Real Estate Advisors II, L.P.
("Apollo") and Watermark. The purpose of the joint venture is to identify,
acquire, renovate, refurbish and sell hotel properties. The joint venture will
own and operate the properties only for the time necessary to upgrade and market
them for resale. As an inducement to enter the JV Agreement, the Company issued
to Apollo seven year warrants to purchase 750,000 shares of Common Stock at 115%
of the then existing market price. Such warrants are currently exercisable as to
250,000 shares and become exercisable as to the remaining 500,000 shares in
increments of 100,000 shares for every $7,500,000 of incremental revenue
realized by the Company from the joint venture. Pursuant to the JV Agreement,
Watermark will receive a management fee of 1.5% of all costs incurred by the
joint venture on each project, other than soft costs such as interest, taxes
etc.
Also in May 1997, the Company borrowed $2,200,000 from Findim
Investments S.A. for a period of six months at an interest rate of 12% per annum
in order to exercise an option to repurchase 500,000 shares of Common Stock from
Tova Schwartz, the Company's former President and Chief Executive Officer.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the reoffer and
resale of the Shares offered hereby by the Selling Shareholders. The Company
will receive the exercise price of the warrants held by certain Selling
Shareholders, if and when exercised. Such proceeds will be used by the Company
for working capital purposes.
SELLING SHAREHOLDERS
The following table sets forth (i) the number of shares of Common Stock
owned by each Selling Shareholder at June 2, 1997, (ii) the number of shares to
be offered for resale by each Selling Shareholder and (iii) the number and
percentage of shares of Common Stock to be held by each Selling Shareholder
after the completion of the offering.
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<TABLE>
<CAPTION>
Number of shares
of Common Stock/
Number of shares Number of Percentage of
of Common Stock Shares to Class to be Owned
Beneficially Owned be Offered After Completion
Name at June 2, 1996 for Resale of the Offering
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<S> <C> <C> <C>
Watertone Holdings LP (1)......... 1,800,000 1,800,000 0
Louis K. Adler..................... 75,000 75,000 0
George C. Asch..................... 75,000 75,000 0
James Pinto........................ 20,000 20,000 0
Joseph Zappala..................... 8,333(2) 8,333 0
Anthony DiGiovanni................. 8,333(2) 8,333 0
Andrew Basile ..................... 6,500(2) 6,500 0
Marie Chantale Schwartz............ 14,500(2) 14,500 0
Jeffrey Goldstein.................. 4,000(2) 4,000 0
Larry Fierstein.................... 5,000(2) 5,000 0
Howard Roth........................ 70,200(3) 57,500 12,700/*
Tova Schwartz(4)................... 493,155 493,155 0
Resource Holdings Associates....... 300,000(5) 300,000 0
John C. Shaw....................... 416,666(6) 116,666 0
Richard A. Bartlett................ 408,166(7) 108,166 0
Jerry Seslowe...................... 416,668(8) 116,668 0
Eugene Stricker.................... 248,724 37,500 211,224/2.7%
Mark Schindler..................... 140,000 37,500 102,500/1.3%
</TABLE>
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* Less than 1%
(1) Watertone is an affiliate of Watermark. On August 1, 1995, the Company
issued 2,500,000 shares of Common Stock to Watermark as partial
consideration for the assets of AGF. In May 1996, Watertone acquired
2,300,000 of such shares of Common Stock from Watermark. In January
1997, Watermark sold 500,000 of such shares.
(2) Consists of shares of Common Stock issuable upon exercise of the
Warrants.
(3) Includes 57,500 shares of Common Stock issuable upon exercise of the
Warrants.
(4) Tova Schwartz was the President, Chief Executive Officer and a director
of the Company from the time of its inception to February 26, 1996, at
which time she resigned from her positions with the Company. The
Company has retained Ms. Schwartz as a consultant for a period of three
years at a salary of $100,000 per year.
(5) Consists of shares of Common Stock issuable upon exercise of the
Option.
(6) Consists of (i) 116,666 shares of Common Stock owned individually by
Mr. Shaw (83,333 of which were acquired from Watermark); and (ii)
300,000 shares of Common Stock underlying the Option as to which Mr.
Shaw is attributed beneficial ownership pursuant to Rule 13d-3 of the
Exchange Act ("Rule 13d-3").
(7) Consists of (i) 108,166 shares of Common Stock owned individually by
Mr. Bartlett (83,333 of which were acquired from Watermark); and (ii)
300,000 shares of Common Stock underlying the Option as to which Mr.
Bartlett is attributed beneficial ownership pursuant to Rule 13d-3.
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(8) Consists of (i) 116,668 shares of Common Stock owned individually by
Mr. Seslowe (83,334 of which were acquired from Watermark); and (ii)
300,000 shares of Common Stock underlying the Option as to which Mr.
Seslowe is attributed beneficial ownership pursuant to Rule 13d-3.
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.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Continental
Stock Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
This Prospectus covers 3,283,821 shares of Common Stock. All of the
Shares offered hereby are being sold by the Selling Shareholders, or pledgees,
donees, transferees or other successors in interest (including, without
limitation, Bear Stearns & Co., Inc.). The Company will realize no proceeds from
the sale of the Shares by the Selling Shareholders.
The distribution of the Shares by the Selling Shareholders is not
subject to any underwriting agreement. The Shares offered hereby may be sold by
the Selling Shareholders, or pledgees, donees, transferees or other successors
in interest (including, without limitation, Bear Stearns & Co., Inc.) from time
to time in transactions in the over-the-counter market, 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. Such transactions
may be effected by selling the Shares to or through broker-dealers, and such
broker-dealers 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 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
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<PAGE>
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
The validity of the shares of Common Stock offered hereby and certain
other legal matters will be passed upon for the Company by Olshan Grundman Frome
& Rosenzweig LLP, New York, New York.
EXPERTS
The consolidated financial statements of Hospitality Worldwide
Services, Inc. and Subsidiary incorporated by reference in this Prospectus have
been audited by BDO Seidman, LLP, independent certified public accountants, to
the extent and for the periods set forth in their reports incorporated herein by
reference, and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.
To the extent that a firm of independent public accountants audits and
reports on the financial statements of the Company issued at future dates, and
consents to the use of their report thereon, such financial statements also will
be incorporated by reference herein in reliance upon their report and said
authority.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Article "3" (i) and (ii) of the Company's Certificate of Incorporation
contains the following provision with respect to limiting the liability of
Directors:
"3: A director of the corporation shall not be held liable to
the corporation or its shareholders for damages for any breach of duty
in such capacity except for
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<PAGE>
(i) liability if a judgment or other final adjudication
adverse to a director establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that the director personally
gained in fact a financial profit or other advantage to which
he or she was not legally entitled or that the director's acts
violated BCL Section 719, or
(ii) liability for any act or omission prior to the adoption
of this provision.
Section 721 through 726 inclusive of the New York Business Corporation
Law (the "New York BCL") also contain provisions relating to the indemnification
of officers and directors. The New York BCL provides that a corporation may (but
is not required to) indemnify a director or officer against judgments, fines,
amounts paid in settlement and reasonable expenses of litigation (other than in
an action brought by the corporation against such person or by shareholders
against such person on behalf of the corporation), even if the director or
officer is not successful on the merits, if he acted in good faith and for a
purpose he reasonably believed to be in (or not opposed to) the best interests
of the corporation (and, criminal actions or proceedings, had no reason to
believe his conduct was unlawful). In addition, a corporation may (but is not
required to) indemnify a director or officer against amounts paid in settlement
and reasonable expenses of an action brought against him by the corporation or
by shareholders on behalf of the corporation, even if he is not successful on
the merits, if he acted in good faith and for a purpose he reasonably believed
to be in (or not opposed to) the best interests of the corporation. However, no
indemnification is permitted in an action by the corporation, or shareholders on
behalf of the corporation, in connection with the settlement or other
disposition of a threatened or pending action or in connection with any claim,
issue or matter as to which a director or officer is adjudged to be liable to
the corporation, unless a court determines that, in view of all of the
circumstances, he is entitled to indemnity for such portion of the settlement
amount and expenses as the court deems proper. In addition, the New York BCL
provides that a director or officer shall be indemnified if such person is
successful in the litigation on the merits or otherwise.
Permitted indemnification as described above may only be made if it is
authorized by the Board of Directors, in each specific case, based upon a
determination that the applicable standard of conduct has been met or that
indemnification is proper under New York BCL Section 721. Such authorization is
made by the Board of Directors, either acting as a quorum of disinterested
directors or based upon an opinion by independent legal counsel or the
shareholders that indemnification is proper because the applicable standard of
conduct has been met. Upon application of the person seeking indemnification, a
court may also award indemnification upon a determination that the standards
outlined above have been met. A corporation's board of directors may also
authorize the advancement of litigation expenses to a director or officer upon
receipt of an undertaking by him to repay such expenses, if it is ultimately
determined that he is not entitled to be indemnified for them.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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<PAGE>
No dealer, salesperson or any other person is authorized in connection with any
offering made hereby to give any information or to make any representation not
contained in this Prospectus, and if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or any other person. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities offered hereby by anyone
in any state in which such offer or solicitation is not authorized or in which
the person making the offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstance create any implication that information contained here is correct
as of any date subsequent to the date hereof.
TABLE OF CONTENTS
PAGE
----
Available Information..................................
Incorporation of Certain
Documents By Reference...............................
Risk Factors...........................................
The Company............................................
Recent Developments....................................
Use of Proceeds........................................
Selling Shareholders...................................
Transfer Agent and Registrar...........................
Plan of Distribution...................................
Legal Matters..........................................
Experts................................................
HOSPITALITY WORLDWIDE
SERVICES, INC.
3,283,821 SHARES OF
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
_________, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses which will be paid
by the Company in connection with the securities being registered. With the
exception of the SEC Registration Fee, all amounts are estimates.
SEC Registration Fee..................................... $2,695.54
Nasdaq listing expenses.................................. 5,000.00
Accounting Fees and Expenses............................ 5,000.00
Legal Fees and Expenses (other than Blue
Sky)..................................................... 20,000.00
Blue Sky Fees and Expenses (including legal
and filing fees)......................................... 5,000.00
Miscellaneous Expenses................................... 1,304.46
----------
Total.................................................... $39,000.00
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article "3" (i) and (ii) of the Company's Certificate of Incorporation
contains the following provision with respect to limiting the liability of
Directors:
"3: A director of the corporation shall not be held liable to
the corporation or its shareholders for damages for any breach of duty
in such capacity except for
(i) liability if a judgment or other final adjudication
adverse to a director establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that the director personally
gained in fact a financial profit or other advantage to which
he or she was not legally entitled or that the director's acts
violated BCL Section 719, or
(ii) liability for any act or omission prior to the adoption
of this provision.
Section 721 through 726 inclusive of the New York BCL also contain
provisions relating to the indemnification of officers and directors. The New
York BCL provides that a corporation may (but is not required to) indemnify a
director or officer against judgments, fines, amounts paid in settlement and
reasonable expenses of litigation (other than in an action brought by the
corporation against such person or by shareholders against such person on behalf
of the corporation), even if the director or officer is not successful on the
merits, if he acted in good faith and for a purpose he reasonably believed to be
in (or not opposed to) the best interests of the corporation (and, criminal
actions or proceedings, had no reason to believe his conduct was unlawful). In
addition, a corporation may (but is not required to) indemnify a director or
officer against amounts paid in settlement and reasonable expenses of an action
brought against him by the corporation or by shareholders on behalf of the
corporation, even if he is not successful on the merits, if he acted in good
faith and for a purpose he reasonably believed to be in (or not opposed to) the
best interests of the corporation. However, no indemnification is permitted in
an action by the corporation, or shareholders on behalf of the corporation, in
connection with the settlement or other disposition of a threatened or pending
action or in connection with any claim, issue or matter as to which a director
or officer is adjudged to be liable to the corporation, unless a court
determines that, in view of all of the circumstances, he is entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper. In addition, the New York BCL provides that a director or officer
shall be
II-1
<PAGE>
indemnified if such person is successful in the litigation on the merits or
otherwise.
Permitted indemnification as described above may only be made if it is
authorized by the Board of Directors, in each specific case, based upon a
determination that the applicable standard of conduct has been met or that
indemnification is proper under New York BCL Section 721. Such authorization is
made by the Board of Directors, either acting as a quorum of disinterested
directors or based upon an opinion by independent legal counsel or the
shareholders that indemnification is proper because the applicable standard of
conduct has been met. Upon application of the person seeking indemnification, a
court may also award indemnification upon a determination that the standards
outlined above have been met. A corporation's board of directors may also
authorize the advancement of litigation expenses to a director or officer upon
receipt of an undertaking by him to repay such expenses, if it is ultimately
determined that he is not entitled to be indemnified for them.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4 Form of Common Stock Certificate (incorporated by reference to
such exhibit to the Company's Registration Statement on Form
SB-2 (Registration No. 33-7094-NY)).
5 Opinion of Olshan Grundman Frome & Rosenzweig LLP with respect
to the securities registered hereunder.
*23(a) Consent of BDO Seidman, LLP .
23(b) Consent of Olshan Grundman Frome & Rosenzweig LLP (included
within Exhibit 5).
24 Power of Attorney (included on signature page to this
Registration Statement).
- ------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
a) 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.
b) That, for the purpose 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.
c) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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 Act
II-2
<PAGE>
and is, therefore, unenforceable. In the event that a claim for indemnification
against each 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 controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<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-3 and has duly caused this
Post-Effective Amendment No. 1 to 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 2nd day of June, 1997.
HOSPITALITY WORLDWIDE SERVICES, INC.
------------------------------------
(Registrant)
By: /s/ ROBERT A. BERMAN
-----------------------------------------
Robert A. Berman, President, Chief
Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert A. Berman 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
Post-Effective Amendment No. 1 to 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/ ROBERT A. BERMAN President, Chief Executive June 2, 1997
- ---------------------------------------- Officer (principal executive
Robert A. Berman officer) and Director
Chairman of the Board and June __, 1997
- ---------------------------------------- Director
Leonard F. Parker
/S/ HOWARD G. ANDERS Executive Vice President, Chief June 2, 1997
- ---------------------------------------- Financial Officer (principal
Howard G. Anders financial officer and principal
accounting officer) and Secretary
- ---------------------------------------- Director June __, 1997
Louis K. Adler
- ---------------------------------------- Director June __, 1997
George Asch
/S/ RICHARD A. BARTLETT Director June 2, 1997
- ----------------------------------------
Richard A. Bartlett
/S/ DOUGLAS PARKER President - Renovation Division June 2, 1997
- ---------------------------------------- and Director
Douglas Parker
/S/ SCOTT KANIEWSKI Director June 2, 1997
- ---------------------------------------
Scott Kaniewski
</TABLE>
II-4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Hospitality Worldwide Services, Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement (No. 333-5101) of Hospitality
Worldwide Services, Inc. (formerly Light Savers U.S.A., Inc.) on Form S-3 of our
report dated March 21, 1997, relating to the consolidated financial statements
of Hospitality Worldwide Services, Inc. (formerly Light Savers U.S.A., Inc.) and
subsidiary appearing in the Annual Report on Form 10-KSB of Hospitality
Worldwide Services, Inc. (formerly Light Savers U.S.A., Inc.) for the year ended
December 31, 1996.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
----------------------
BDO Seidman, LLP
New York, New York
June 2, 1997
