As filed with the Securities and Exchange Commission on November 5, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
HOSPITALITY WORLDWIDE SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New York
- --------------------------------------------------------------------------------
(State or other jurisdiction of
incorporation or organization)
11-3096379
- --------------------------------------------------------------------------------
(IRS Employer
Identification Number)
---------------------------
450 Park Avenue
Suite 2603
New York, New York 10022
(212) 223-0699
- --------------------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number of
Registrant's Principal Executive Offices)
---------------------------
Howard G. Anders, Executive Vice President
Hospitality Worldwide Services, Inc.
450 Park Avenue
Suite 2603
New York, New York 10022
(212) 223-0699
- --------------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number
of Agent for Service)
Copy to:
Robert H. Friedman, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
---------------------------
Approximate date of commencement of proposed sale to the
public: As soon as practicable 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, check the following box. /X/
If this Form is filed to register additional securities for an
offering 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. / /
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. / /
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Maximum Proposed
Shares to Amount Aggregate Maximum Amount of
be to be Price Aggregate Registra-
Registered Registered Per Share Offering Price tion Fee
- ---------- ---------- --------- -------------- --------
Common 1,252,500 $11.8125(1) $14,789,250 $4,481.59
Stock,
$.01 par
value
================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act, based upon $11.8125, the per
Share average of high and low sale prices of the Registrant's Common Stock as
reported by the American Stock Exchange for trading on October 29, 1997.
----------------------
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.
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.
PROSPECTUS
SUBJECT TO COMPLETION, DATED NOVEMBER 5, 1997
1,252,500 SHARES OF COMMON STOCK
HOSPITALITY WORLDWIDE SERVICES, INC.
This Prospectus relates to the reoffer and resale by certain selling
shareholders (the "Selling Shareholders") of Common Stock, $.01 par value (the
"Common Stock"), of Hospitality Worldwide Services, Inc. (the "Company") issued
by the Company to the Selling Shareholders in connection with (i) the
acquisition by the Company of The Leonard Parker Company ("LPC") and (ii)
compensation for consulting services rendered. The Common Stock is 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 Common Stock.
The Selling Shareholders have advised the Company that the resale of
their Common Stock may be effected from time to time in one or more transactions
on the American Stock Exchange (the "AMEX"), 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 Common Stock 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 Common Stock 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 Common Stock 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 Company will bear all expenses in connection with
the preparation of this Prospectus.
- --------------------------------------------------------------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES
A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" AT PAGE 4 HEREOF.
- --------------------------------------------------------------------------------
The Common Stock is traded on the AMEX under the symbol "HWS". On
November 3, 1997, the last sale price for the Common Stock on the AMEX was
$11.75.
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 , 1997.
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 and other information with the Securities
and Exchange Commission (the "Commission"). Such reports 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 Common Stock is listed on the
AMEX and such reports and other information may also be inspected at the offices
of the AMEX, 86 Trinity Place, New York, New York 10006.
TABLE OF CONTENTS
AVAILABLE INFORMATION....................................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................3
RISK FACTORS.............................................................4
THE COMPANY..............................................................8
USE OF PROCEEDS..........................................................8
SELLING SHAREHOLDERS.....................................................9
PLAN OF DISTRIBUTION.....................................................9
LEGAL MATTERS...........................................................10
EXPERTS ...............................................................10
ADDITIONAL INFORMATION..................................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB, as amended by, Form
10-KSB/A for the year ended December 31, 1996, Reports on Form 10-QSB for the
quarters ended March 31, 1997 and June 30, 1997 and Current Reports on Form 8-K
filed on January 24, 1997 and on Form 8-K/A filed on March 25, 1997, on Form
8-K/A filed on March 28, 1997 and on Form 8-K/A filed on November 4, 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 Application for Registration of its Common Stock under
Section 12(b) of the Exchange Act filed on September 17, 1997 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
an offer to sell, or a solicitation of an offer to buy, the securities offered
hereby to any person in any state or other jurisdiction in which such offer or
solicitation is unlawful. The delivery of this Prospectus at any time does not
imply that information contained herein is correct as of any time subsequent to
its date.
-3-
RISK FACTORS
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN
ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS.
RECENT CHANGE OF BUSINESS FOCUS
The Company's historical results of operations do not reflect combined
operations relating to its current lines of business for a significant period of
time and such results may not be indicative of the Company's future results of
operations. In August 1995, the Company acquired substantially all of the assets
and business and assumed certain liabilities of AGF Interior Services, Inc.,
doing business as Hospitality Restoration and Builders ("AGF"), a company that
provided renovation services to the hospitality industry. In February 1996, the
Company disposed of its lighting business, which prior to the acquisition of the
assets of AGF, was its only operating business. In January 1997, the Company
acquired 100% of the outstanding capital stock of The Leonard Parker Company
("LPC"). In May 1997, the Company entered into a joint venture with Apollo Real
Estate Advisors II, L.P. ("Apollo") and Watermark Limited LLC ("Watermark LLC")
to identify, acquire, renovate, refurnish and sell hotel properties (the "Apollo
Joint Venture"). These businesses represent a substantial change from the
Company's original line of business of designing, manufacturing and installing
energy-efficient lighting fixtures for the hospitality industry. Management and
other key personnel may not have the depth of expertise required to manage such
a substantial change in business focus. If the Company's efforts are not
successful, the Company's results of operations could be materially adversely
affected.
MANAGEMENT OF GROWTH
The Company has recently experienced and is expected to continue to
experience growth in the scope of its operations. The Company will need to hire
additional financial, human resources and sales and marketing personnel. This
growth will result in increased responsibilities for management and may place a
strain on the Company's operational, financial and other resources. There can be
no assurance that the Company will be able to achieve or manage any such growth
effectively. Failure to do so could have a material adverse effect on the
Company.
HISTORY OF LOSSES
For the year ended December 31, 1996, the Company had net income
applicable to common shareholders of $1,842,678 and pro forma net income
applicable to common shareholders of $1,435,165, compared to a net loss of
$1,115,969 for the year ended December 31, 1995. The Company's net income
applicable to common shareholders for the six months ended June 30, 1997 was
$671,573. During that same period, the Company recognized increased renovation
revenues of $780,183 without any increase in associated costs as a result of
renegotiating a renovation contract with Watermark LLC, the general partner of
the Company's principal shareholder. If this renovation contract had not been
renegotiated, net income applicable to common shareholders for the six months
ended June 30, 1997 would have been approximately $230,000. 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 and operational requirements.
COMPETITION
Servicing the hospitality industry is a highly competitive business,
with competition based largely on price and quality of service. In its
renovation business, the Company primarily competes with small, closely-held or
family owned businesses. In its purchasing and reorder businesses, the Company
competes with other independent procurement companies, hotel purchasing
companies and food service distribution companies. With respect to the Company's
new proprietary
-4-
software product ("Parker FIRST"), the Company expects competition from a number
of hotel management companies, hotel companies, franchise operators and other
entities who are pursuing the development of software systems that attempt to
provide on-line procurement services. There is no single competitor or small
number of competitors that is or are dominant in the Company's business areas.
However, some of the Company's competitors and potential competitors possess
substantially greater financial, personnel, marketing and other resources than
the Company. There can be no assurance that the Company will be able to compete
successfully.
RISK OF JOINT INVESTMENT
The Apollo Joint Venture may be terminated by either the Company,
Apollo or Watermark LLC at anytime after May 2002 upon 180 days' prior written
notice. Apollo will have complete discretion over the approval and the terms of
each project presented to the Apollo Joint Venture. Each project will be
governed by a separate operating agreement. Each operating agreement in respect
of the development companies formed to purchase, renovate and sell hotel
properties pursuant to the Apollo Joint Venture will provide that Apollo, as the
majority in interest member, may request that each member provide additional
capital for a specific project. In the event that the Company is unable to meet
such capital request, its interest in such project will be decreased by the
amount which Apollo contributes pursuant to such capital request, as well as an
additional penalty amount. Further, if the Company were to pursue the
opportunity to acquire a hotel during the next five years, it would be required
to first present such opportunity to Apollo.
In addition to Apollo's discretion over projects in which the Apollo
Joint Venture will participate, the operating companies formed in respect of
each project will be controlled by Apollo as the majority member in interest and
Apollo and Watermark LLC as managers. The risk is present in this joint venture,
and in other joint ventures in which the Company may subsequently determine to
participate, that the other joint venture partners may at any time have
economic, business or legal interests or goals that are inconsistent with those
of the joint venture or the Company. Moreover, if Apollo were unable to meet its
economic or other obligations to the venture, the Company could be required to
fulfill those obligations. The operating agreements will also impose certain
limitations on transferability of interests, including the right of members
holding in the aggregate a majority of the interests of the operating company to
force any other member to sell its interest upon a transfer by such members of
their interests. In light of the substantial limitations on the Company's
discretion with respect to the Apollo Joint Venture, there can be no assurance
that it will prove to be a successful joint venture for the Company.
-5-
RISKS ASSOCIATED WITH DEVELOPMENT OF PARKER FIRST
The growth of the Company's reorder business depends largely on the
successful introduction and subsequent market penetration of Parker FIRST. The
Company initiated beta testing of this software in September 1997 and there can
be no assurance that the product will be successfully implemented on the
Company's proposed timetable or that, once introduced, Parker FIRST will be
commercially successful. Significant flaws in the software or delays in
implementation would have a material adverse effect on the Company. In addition,
there can be no assurance that the Company's competitors will not develop
software products that are substantially equivalent or superior to Parker FIRST.
LIMITED INTELLECTUAL PROPERTY PROTECTION
The Company believes that the proprietary nature of Parker FIRST is
critical to the success of such software. There can be no assurance that the
steps taken by the Company to deter misappropriation of its proprietary
information will be adequate or that the Company will be able to take
appropriate steps to enforce intellectual property rights. Further, the laws of
many foreign countries do not protect the Company's intellectual property rights
to the same extent as the laws of the United States. The failure of the Company
to protect its proprietary information could have a material adverse effect on
the Company.
HOTEL RENOVATION RISKS
The Company provides renovation services to its clients on a fixed
price basis. As a result, the Company is exposed to certain risks, including the
possibility of unforeseen construction costs and delays due to various factors
such as the inability to obtain regulatory approvals, inclement weather, fires,
acts of nature and labor or material shortages. Such unanticipated delays and
expenses, should they materialize, could affect the Company's results of
operations and its reputation and impair its ability to obtain additional
renovation work and could have a material adverse effect on the Company.
DEPENDENCE UPON AVAILABILITY OF QUALIFIED LABOR
The Company's ability to provide renovation services successfully to
the hospitality industry depends upon its ability to hire local contractors and
laborers in the areas where it provides such renovation services. The Company is
dependent upon the availability of a local labor force, which is affected by
prevailing wages, weather and local economic conditions and there can be no
assurance that such supply will be adequate to meet the Company's requirements
or that such supply can be obtained at wage levels satisfactory to the Company.
Parker FIRST will require substantial software development and
technical support to complete the development and the deployment of the product
and to support it once it is installed. The Company faces intense competition
for software development and technical support personnel from other entities.
There can be no assurance that the Company will be successful in hiring and
retaining such key personnel.
SUPPLIER RELATIONSHIPS
The Company's purchasing arrangements with suppliers of
hospitality-related products are by purchase order and terminable at will by
either party. There can be no assurance that any of the Company's supplier
relationships will not be terminated in the future. While the Company has been
able to obtain products on a timely basis in the past, the Company is subject to
the risk that it will be unable to purchase sufficient products to meet its
clients' requirements. Any shortages or delays in obtaining these products could
have a material adverse effect on the Company.
-6-
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
A portion of the Company's revenues is derived from international sales
and the Company's business strategy involves expanding its international
operations. There are certain risks inherent in conducting business
internationally, such as unexpected changes in regulatory requirements, export
restrictions, tariff and other trade barriers, difficulties in staffing and
managing foreign operations, different employment laws and practices in foreign
countries, longer payment cycles, political instability, exposure to currency
fluctuations, exchange rates, imposition of currency exchange controls,
potentially adverse tax consequences and country-specific product requirements,
any of which could adversely effect the success of the Company's international
operations. There can be no assurance that one or more of these factors will not
have a material adverse effect on the Company's international operations and,
consequently, on the Company.
CONTROL BY CERTAIN SHAREHOLDERS
Watertone Holdings, L.P. ("Watertone") beneficially owns 1,800,000
shares or 16% of the outstanding Common Stock. Robert Berman, the President and
Chief Executive Officer of the Company, is a director of Watermark LLC, the
general partner of Watertone. The Parker family controls 200,000 shares of LPC
Preferred, each of which are entitled to 4.17 votes. The Parker family, as
holders of LPC Preferred are entitled to (i) vote on all matters submitted to
the holders of the Common Stock and/or directors; and (ii) elect two directors
to the Company's Board of Directors at any time that any of the LPC Preferred is
outstanding. Accordingly, each of Watertone, Watermark LLC, Mr. Berman and the
Parker family will be able to influence (in addition to Mr. Berman's, Leonard
Parker's and Douglas Parker's influence as officers and/or directors) the
affairs of the Company, including the election of directors and other matters
requiring shareholder approval.
SHARES ELIGIBLE FOR FUTURE SALE
As of October 9, 1997, the Company had 11,280,739 shares of Common
Stock issued and outstanding. Of these shares, a total of 7,162,168 shares of
Common Stock are freely tradable without restriction or registration under the
Securities Act by persons other than "affiliates" of the Company, as defined in
the Securities Act (who would be required to sell under Rule 144 under the
Securities Act). The remaining 4,118,571 shares of Common Stock outstanding upon
completion of the Offering will be "restricted securities" as that term is
defined by Rule 144 (the "Restricted Shares"). The resale of an aggregate of
1,252,500 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.
POSSIBLE ANTI-TAKEOVER EFFECTS OF PREFERRED STOCK; POTENTIAL DILUTION OF COMMON
STOCK OR INTEREST IN PARKER REORDER CORPORATION
The Company's Certificate of Incorporation authorizes the Board of
Directors to issue up to 3,000,000 shares of preferred stock, par value $.01 per
share (the "Preferred Stock"). The Preferred Stock may be issued in one or more
series, the terms of which may be determined at the time of issuance by the
Board of Directors, without further action by shareholders. As of the date of
this Prospectus, 200,000 shares of 6% Redeemable Convertible Preferred Stock
(the "LPC Preferred") are outstanding, which shares were issued as partial
consideration for the acquisition of LPC. Although the Company currently has no
plans for the
-7-
issuance of additional shares of Preferred Stock, there can be no assurance that
the Company will not do so in the future. The ability of the Board of Directors
to issue Preferred Stock could have the effect of delaying, deferring or
preventing a change of control of the Company or the removal of existing
management and, as a result, could prevent the shareholders of the Company from
being paid a premium over the market value for their shares of Common Stock. If
the Company fails to redeem the LPC Preferred upon the request of the holders
thereof at any time after January 10, 2002, the holders of LPC Preferred will be
entitled to elect a majority of the members of the Board of Directors. At any
time between January 10, 1998 and January 10, 2000, the holders of the LPC
Preferred will have the right to convert such stock into either (i) 1,000,000
shares of Common Stock (subject to upward adjustment to a maximum of 5,000,000
shares in the event that the market price of the Common Stock is below $5.00 at
the time of conversion) or (ii) 9.8% of the capital stock of Parker Reorder
Corporation ("Parker Reorder"). If the holders exercise the option to convert
the LPC Preferred into shares of Common Stock, holders of Common Stock will
experience dilution. If the holders exercise the option to convert the LPC
Preferred into 9.8% of the capital stock of Parker Reorder, the Company's equity
ownership in Parker Reorder will be reduced. The holders of LPC Preferred also
have the right, as long as the LPC Preferred is outstanding, to receive 20% of
the cumulative net profits of Parker Reorder, measured from January 1, 1997.
NO DIVIDENDS
The Company has never paid a dividend on its Common Stock and does not
intend to pay any dividends on its Common Stock in the foreseeable future. In
addition, the Company is restricted from paying or declaring any dividends on
any capital stock other than the LPC Preferred, so long as such LPC Preferred is
outstanding.
THE COMPANY
Hospitality Worldwide Services, Inc. has evolved over the past two
years from a narrowly focused lighting fixture design, manufacturing and
installation company formerly known as Light Savers U.S.A., Inc., into one of
the leading providers of a broad range of outsourcing services to the
hospitality industry. These services include hotel renovation, procuring hotel
furniture, fixtures and equipment ("FF&E") and reordering hotel operating
supplies and equipment ("OS&E"). This rapid evolution resulted from two primary
factors: (i) the acquisition of the assets comprising the business of
Hospitality Restoration and Builders, Inc. ("HRB") and the acquisition of LPC,
including its then subsidiary, Parker Reorder and (ii) the Company's disposition
of its lighting business.
HRB has performed a wide variety of renovation services for the
hospitality industry for over 18 years. Founded in 1969, LPC provides
procurement services to hotel owners, operators and developers in over 40
countries and over 40 states. The original founders of both HRB and LPC continue
to manage these businesses. Parker Reorder offers hotel properties the ability
to order, on an as needed basis, any and all OS&E products used by such
properties. The Company is enhancing its reorder business with Parker FIRST,
which allows clients to reorder OS&E and other products on-line and will provide
such clients with access to forecasting and product evaluation capabilities.
Headquartered in New York, New York and with offices in Coral Gables, Florida;
Los Angeles, California; Singapore; Dubai, United Arab Emirates and Sandton,
South Africa, the Company is well-situated to meet client needs around the
globe.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the reoffer and
resale of the Common Stock by the Selling Shareholders.
-8-
SELLING SHAREHOLDERS
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each Selling Shareholder as of October 31, 1997, (ii) the
number of Shares to be offered for resale by each Selling Shareholder and (iii)
the number and percentage of Common Stock to be held by each Selling Shareholder
after completion of the offering.
Number
Shares of
Common
Stock/Percen-
Number of tage of
Shares to Class to be
Number of Shares be Owned After
of Common Stock Offered Completion
Name and Address Owned at October 31,1997(2) for Resale of the Offering
- ------------------------------ ---------------------------- -------------- -------------------
Leonard Parker(1) 300,000 300,000 0
Douglas Parker(1) 190,000 190,000 0
Bradley Parker(1) 190,000 190,000 0
Philip Parker(1) 190,000 190,000 0
Mitchell Parker(1) 190,000 190,000 0
Gregg Parker(1) 190,000 190,000 0
Harriette Weiss-Terbell(3) 2,500 2,500 0
________________________
(1) The address for these selling shareholders is c/o The Leonard Parker
Company, 550 Biltmore Way, Coral Gables, Florida, 33143.
(2) The persons named in the table, to the Company's knowledge, have sole
voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where
applicable and the footnotes to this table. The calculation of shares
of Common Stock beneficially owned was determined in accordance with
Rule 13- 3(d) of the Exchange Act.
(3) The address for this selling shareholder is c/o Terbell Partners, Ltd.,
401 Greens Farms Road, Westport, Connecticut, 06880.
PLAN OF DISTRIBUTION
This offering is self-underwritten; neither the Company nor the Selling
Shareholders have employed an underwriter for the sale of Common Stock by the
Selling Shareholders. The Company will bear all expenses in connection with the
preparation of this Prospectus. The Selling Shareholders will bear all expenses
associated with the sale of the Common Stock.
The Common Stock may be sold from time to time by the Selling
Shareholders, or by pledgees, donees, transferees or other successors in
interest on the AMEX, 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 shares to or
through broker-dealers, and all such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the Selling Shareholders
and/or the purchasers of shares of Common Stock 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 customary commissions).
Any broker-dealer acquiring Common Stock from the Selling Shareholders
may sell the shares either directly, in its normal market-making activities,
through or to other brokers on a principal or agency basis or to its customers.
Any such sales may be at prices then prevailing on the AMEX or at prices related
to such prevailing market prices or at negotiated prices to its customers or a
combination of such methods. The Selling Shareholders and any broker-dealers
that act in connection with the sale of the Common Stock hereunder might be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under the Securities Act. Any such commissions, as well as other expenses
incurred by the Selling Shareholders and applicable transfer taxes, are payable
by the Selling Shareholders.
-9-
LEGAL MATTERS
Certain legal matters in connection with the issuance of the Shares
offered hereby have been passed upon for the Company by Messrs. Olshan Grundman
Frome & Rosenzweig LLP, 505 Park Avenue, New York, New York 10022.
EXPERTS
The consolidated financial statements of Hospitality Worldwide
Services, Inc. and Subsidiary appearing in the Company's Annual Report on Form
10-KSB, as amended by 10-KSB/A, for the year ended December 31, 1996 have been
audited by BDO Seidman LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of BDO
Seidman LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
The financial statements of The Leonard Parker Company and Affiliates,
except for The Leonard Parker Company (Africa) (Proprietary) Limited, appearing
in the Company's Current Report on Form 8-K/AA dated March 28, 1997 have been
audited by BDO Seidman LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of BDO
Seidman LLP pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
The financial statements of The Leonard Parker Company (Africa)
(Proprietary) Limited, appearing in the Company's Current Report on Form 8-K/AA
dated March 28, 1997 have been audited by Fotinakis Phitidis (SA), independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Fotinakis Phitidis (SA) pertaining to
such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby. 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.
-10-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
- -------- --------------------------------------------
The expenses in connection with the issuance and distribution of the
securities being registered, all of which will be paid by the Registrant, are as
follows:
SEC Registration Fee............................... $4,481.59
Accounting Fees and Expenses....................... 5,000.00
Legal Fees and Expenses............................ 20,000.00
Blue Sky Fees and Expenses......................... 0
Miscellaneous Expenses............................. 518.41
---------
Total.............................................. $30,000.00
==========
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 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
II-1
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 INDEX
-------------
EXHIBIT
- -------
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 Fotinakis Phitidis, Chartered Accountants (SA).
23(c) Consent of Olshan Grundman Frome & Rosenzweig LLP (included
within Exhibit 5).
24(a) Powers of Attorney (included on the Signature page of this
Registration Statement).
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.
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 the
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.
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
II-2
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 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.
SIGNATURES
In accordance with 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 of filing on Form S-3 and authorizes this Registration
Statement to be signed on its behalf by the undersigned, the City of New York,
State of New York, on the 3rd day of November, 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 each of 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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert A. Berman
- ---------------------------- President, Chief Executive Officer (principal November 3, 1997
Robert A. Berman executive officer) and Director
/s/ Leonard F. Parker
- ---------------------------- Chairman of the Board and Director November 3, 1997
Leonard F. Parker
/s/ Howard G. Anders
- ---------------------------- Executive Vice President, Chief Financial Officer November 3, 1997
Howard G. Anders (principal financial officer and principal
accounting officer) and Secretary
/s/ Douglas Parker
- ---------------------------- President - LPC and Director November 3, 1997
Douglas Parker
/s/ Louis K. Adler
- ---------------------------- Director November 3, 1997
Louis K. Adler
/s/ George Asch
- ---------------------------- Director November 3, 1997
George Asch
/s/ Richard A. Bartlett
- ---------------------------- Director October 30, 1997
Richard A. Bartlett
/s/ Scott Kaniewski
- ---------------------------- Director November 3, 1997
Scott Kaniewski
II-4
EXHIBIT INDEX
-------------
EXHIBIT
- -------
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 Fotinakis Phitidis, Chartered Accountants (SA)
23(c) Consent of Olshan Grundman Frome & Rosenzweig LLP (included
within Exhibit 5).
24(a) Powers of Attorney (included on the Signature page to the
Registration Statement).