As filed with the Securities and Exchange Commission on March 3, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
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(Exact name of registrant as specified in its charter)
New York
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(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
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(Address of principal executive offices) (Zip Code)
1996 STOCK OPTION PLAN
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(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)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $.01
par value per share,
issued pursuant to
the exercise of
options granted
under the 1996
Stock Option Plan 2,500 (1) $2.75(1) $6,875 $100.00
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Total 2,500 $2.75 $6,875 $100.00
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(1) Represents 2,500 shares of Common Stock issued pursuant to the exercise
of options granted under the 1996 Option Plan at an exercise price of
$2.75 per share.
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DATED MARCH 3, 1997
PROSPECTUS
2,500 Shares of Common Stock
HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
Common Stock ($.01 par value per share)
This Prospectus relates to the reoffer and resale by a certain selling
shareholder (the "Selling Shareholder") of Hospitality Worldwide Services, Inc.
(f/k/a Light Savers U.S.A., Inc.) (the "Company"), of an aggregate of 2,500
shares (the "Shares") of Common Stock, $.01 par value per share (the "Common
Stock") of the Company, constituting shares of Common Stock issued by the
Company to the Selling Shareholder pursuant to the exercise of options granted
under the Company's 1996 Stock Option Plan (the "1996 Plan").
The offer and sale of the Shares to the Selling Shareholder was exempt
from registration under the Securities Act of 1933, as amended (the "Securities
Act"). The Shares are being reoffered and resold solely for the account of the
Selling Shareholder 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 Shareholder) in connection with the registration and sale of the
Shares being offered by the Selling Shareholder.
The Selling Shareholder has advised the Company that the resale of the
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 Shareholder 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 Shareholder 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 Shareholder 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 28, 1997, the closing bid price for the Common Stock as reported by
Nasdaq was $6.813.
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SEE "RISK FACTORS" BEGINNING ON PAGE 4
FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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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.
The date of this Prospectus is March 3, 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.
TABLE OF CONTENTS
AVAILABLE INFORMATION........................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................3
RISK FACTORS.................................................................4
THE COMPANY..................................................................5
USE OF PROCEEDS..............................................................7
SELLING SHAREHOLDER..........................................................7
PLAN OF DISTRIBUTION.........................................................8
LEGAL MATTERS................................................................9
ADDITIONAL INFORMATION......................................................10
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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).
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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 Shareholder. 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.
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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.
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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 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 8,282,905 shares of Common
Stock outstanding on February 26, 1997, 3,456,000 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 4,826,905 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 have been registered pursuant
to a Registration Statement on Form S-8 effective as of February 12, 1997 which
remains effective as of the date hereof. The resale of 2,500 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
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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
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
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maintains its principal office at 550 Biltmore Way, Coral Gables, Florida 33134,
and its telephone number is (305) 567-0300.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the resale of the
Shares by the Selling Shareholder.
SELLING SHAREHOLDER
This Prospectus relates to the reoffer and resale of Shares issued to
the Selling Shareholder pursuant to the exercise of options granted under the
1996 Plan.
The following table sets forth (i) the name of the Selling Shareholder;
(ii) the number of shares of Common Stock owned by the Selling Shareholder at
February 28, 1997; (iii) the number of shares to be offered for resale by the
Selling Shareholder; and (iv) the number and percentage of shares of Common
Stock to be held by the Selling Shareholder after the completion of the
offering.
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 February 28, be Offered After Completion
Name 1997 for Resale of the Offering
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Ely Sanchez........... 2,500 2,500 0/0
There is no assurance that the Selling Shareholder will sell any of the
Shares offered hereby. To the extent required, the specific Shares to be sold,
the names of the Selling Shareholder, other additional shares of Common Stock
beneficially owned by the Selling Shareholder, the public offering price of the
Shares to be sold, the names of any agent, dealer or underwriter employed by the
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
the Selling Shareholder a letter setting forth the procedures whereby the
Selling Shareholder may use the Prospectus to sell the shares and under what
conditions the Prospectus may not be used. The Selling Shareholder expects to
sell the Shares at prices then attainable, less ordinary brokers' commissions
and dealers' discounts as applicable.
The Selling Shareholder 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 Shareholder 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
Shareholder or the
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Company that the Selling Shareholder is an underwriter for purposes of the
Securities Act of any Shares offered under this Prospectus.
PLAN OF DISTRIBUTION
This Prospectus covers an aggregate of 2,500 shares of Common Stock.
All of the Shares offered hereby are being resold by the Selling Shareholder.
The Company will not realize any proceeds from the resale of the Shares by the
Selling Shareholder.
The distribution of the Shares by the Selling Shareholder is not
subject to any underwriting agreement. The Selling Shareholder 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
Shareholder 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, concessions or commissions from the Selling Shareholder 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
Shareholder and any broker-dealers that participate with the Selling Shareholder
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 Shareholder 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
Shareholder.
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 Shareholder.
The Selling Shareholder 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
Shareholder is 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
Shareholder.
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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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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
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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.
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.
23(c) - Consent of Olshan Grundman Frome & Rosenzweig LLP
(included in its opinion filed as Exhibit 5).
II-2
<PAGE>
24 - Powers of Attorney (included on signature page to this
Registration Statement).
- --------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed February 12, 1997 (Commission File No. 333-21689)
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.
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-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 28th 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.
Signature Title Date
--------- ----- ----
/S/ ALAN G. FRIEDBERG President, Chief February 28, 1997
- ------------------------------- Executive Officer
Alan G. Friedberg (principal executive
officer) and Director
/S/ HOWARD G. ANDERS Executive Vice President, February 28, 1997
- ------------------------------- Chief Financial Officer
Howard G. Anders (principal financial
officer and principal
accounting officer) and
Secretary
/S/ SCOTT A. KANIEWSKI Director February 28, 1997
- -------------------------------
Scott A. Kaniewski
Director
- -------------------------------
Louis K. Adler
Director
- -------------------------------
George Asch
/S/ RICHARD A. BARTLETT Director February 28, 1997
- -------------------------------
Richard A. Bartlett
II-4
February 28, 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 2,500 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"). The Shares were issued to and will be sold by the selling
shareholder listed therein in accordance with the Company's 1996 Stock Option
Plan (the "1996 Plan").
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 28, 1997
Page -2-
Based upon the foregoing, we are of the opinion that the
Shares, as issued in accordance with the terms and conditions set forth in the
1996 Plan were duly and validly issued, and are 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,
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 by reference 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.
/s/ BDO Siedman, LLP
----------------------------------------
BDO Siedman, LLP
New York, New York
February 27, 1997
CONSENT OF INDEPENDENT CERTIFIED 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.
/s/ Arthur Anderson LLP
----------------------------------------
Arthur Anderson LLP
New York, New York
March 3, 1997
