As filed with the Securities and Exchange Commission on February 12, 1997
                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   11-3096379
--------------------------------------------------------------------------------

                      (I.R.S. employer identification no.)

            509 Madison Avenue, Suite 1114, New York, New York 10022
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             1996 STOCK OPTION PLAN
                    1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                        OTHER OPTIONS GRANTED TO OFFICERS
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Howard G. Anders
                      Hospitality Worldwide Services, Inc.
                         509 Madison Avenue, Suite 1114
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 223-0699
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                             Proposed                 Proposed
          Title of                                           maximum                  maximum
         securities                     Amount               offering                aggregate               Amount of
            to be                       to be               price per                 offering             registration
         registered                   registered              share                    price                    fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                      <C>                         <C>                      <C>      
Common  Stock,  $.01 par
value per  share,  issuable
upon  exercise  of options
granted or to be granted 
under the 1996
Stock Option Plan                    1,700,000   (1)(2)       $4.860(2)                   $8,262,000               $2,503.64
------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.01 par 
value per  share,  issuable  
upon  exercise  of options
granted or to be granted 
under the 1996 Directors' Stock
Option Plan                            250,000   (1)(3)       $6.360(3)                   $1,590,000                 $481.82
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                             Proposed                 Proposed
          Title of                                           maximum                  maximum
         securities                     Amount               offering                aggregate               Amount of
            to be                       to be               price per                 offering             registration
         registered                   registered              share                    price                    fee
------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                      <C>                         <C>                      <C>      
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share,
issuable upon
exercise of
certain options
granted to
officers                               100,000   (1)(4)       $1.275                        $127,500                  $38.64
------------------------------------------------------------------------------------------------------------------------------
         Total                       2,050,000                $4.868                      $9,979,400               $3,024.10
==============================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act"), an indeterminate  number of shares of common stock,
         $.01 par value per share (the "Common  Stock") that may become issuable
         pursuant to  antidilution  provisions  of the  Registrant's  1996 Stock
         Option Plan (the "1996 Option  Plan"),  1996 Outside  Directors'  Stock
         Option  Plan (the  "1996  Directors'  Plan")  and  options  granted  to
         officers are also being registered hereunder.

(2)      Represents  an  aggregate  of  1,163,500  shares of Common  Stock  with
         respect to which  options have been granted  under the 1996 Option Plan
         at a weighted  average  exercise price of $3.64 per share.  Pursuant to
         Rule 457(h) under the Securities Act, the offering price for the shares
         of  Common  Stock  which may be issued  under the 1996  Option  Plan is
         estimated  solely for the purpose of determining the  registration  fee
         and is based  on  $7.50,  the per  share  average  of high and low sale
         prices of the Common  Stock as reported by the Nasdaq  SmallCap  Market
         ("Nasdaq") for trading on February 6, 1997.

(3)      Represents  60,000 shares of Common Stock with respect to which options
         have been granted under the 1996  Directors'  Plan at an exercise price
         of $2.75 per share.  Pursuant to Rule 457(h) under the Securities  Act,
         the  offering  price for the shares of Common Stock which may be issued
         under the 1996 Directors'  Plan is estimated  solely for the purpose of
         determining the  registration  fee and is based on $7.50, the per share
         average of high and low sale prices of the Common  Stock as reported by
         Nasdaq for trading on February 6, 1997.

(4)      Represents 100,000 shares of Common Stock with respect to which options
         have been granted at an exercise price of $1.275 per share.


                                       -2-
<PAGE>
                             DATED FEBRUARY 12, 1997

PROSPECTUS

                        1,040,000 Shares of Common Stock

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
                     Common Stock ($.01 par value per share)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling  Shareholders")  who may be deemed to be "affiliates"
as  defined  in  Rule  405 of  the  Securities  Act of  1933,  as  amended  (the
"Securities Act") of Hospitality  Worldwide  Services,  Inc. (f/k/a Light Savers
U.S.A.,  Inc.)  (the  "Company"),  of an  aggregate  of  1,040,000  shares  (the
"Shares") of Common Stock,  $.01 par value per share (the "Common Stock") of the
Company,  constituting  a portion of the Common  Stock that may be issued by the
Company to the Selling  Shareholders  upon exercise of outstanding stock options
granted (i) under the Company's  1996 Stock Option Plan (the "1996 Plan"),  (ii)
the Company's 1996 Outside Directors' Stock Option Plan (the "Outside Directors'
Plan" and together with the 1996 Plan, the "Plans"),  and (iii) to an officer of
the Company. This Prospectus also relates to the reoffer and resale of Shares to
be acquired upon  exercise of stock  options that may be granted to  individuals
who  may  be  deemed   "affiliates"   of  the  Company  (the   "Future   Selling
Shareholders")  upon exercise of  outstanding  stock options to be granted under
the  Plans.  If  and  when  such  options  are  granted  to the  Future  Selling
Shareholders,  the Company  intends to  distribute  a Prospectus  Supplement  as
required by Rule 424(b) of the Securities Act. Such  Prospectus  Supplement will
specify the names of the Future Selling Shareholders and the amount of Shares to
be reoffered and resold by them.

         The offer and sale of the Shares to the  Selling  Shareholders  and the
Future  Selling  Shareholders  have been  registered  under the  Securities  Act
pursuant to a  Registration  Statement of which this  Prospectus is a part.  The
Shares  are  being   reoffered  and  resold  for  the  account  of  the  Selling
Shareholders  and the  Company  will not receive  any of the  proceeds  from the
resale of the Shares.  The Company has agreed to bear  certain  expenses  (other
than selling  commissions and fees and expenses of counsel and other advisors to
the Selling  Shareholders)  in connection with the  registration and sale of the
Shares being offered by the Selling Shareholders.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the Nasdaq SmallCap Market ("Nasdaq"),  in negotiated  transactions or otherwise
at  market  prices  prevailing  at the time of the sale or at  prices  otherwise
negotiated. The Selling Shareholders may effect such transactions by selling the
Shares to or through  broker-dealers who may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Shareholders and/or the
purchasers  of the  Shares for whom such  broker-dealers  may act as agent or to
whom they sell as  principal,  or both (which  compensation  as to a  particular
broker-dealer  may be in excess of  customary  commissions).  Any  broker-dealer
acquiring the Shares from the Selling  Shareholders  may sell such securities in
its normal  market  making  activities,  through other brokers on a principal or
agency  basis,  in  negotiated  transactions,  to its  customers  or  through  a
combination of such methods. See "Plan of Distribution."


         The  Common  Stock is traded on Nasdaq  under  the  symbol  "ROOM."  On
February  10,  1997,  the closing bid price for the Common  Stock as reported by
Nasdaq was $7.625.

--------------------------------------------------------------------------------

                     SEE "RISK FACTORS" BEGINNING ON PAGE 4
                       FOR A DISCUSSION OF CERTAIN FACTORS
               THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

--------------------------------------------------------------------------------

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.

                   The date of this Prospectus is February 12, 1997.
<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington,  D.C. 20549, at prescribed rates. Such material may also be accessed
electronically  by  means  of the  Commission's  home  page on the  internet  at
http://www.sec.gov.


                                                 TABLE OF CONTENTS


AVAILABLE INFORMATION....................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........3

RISK FACTORS.............................................4

THE COMPANY..............................................5

USE OF PROCEEDS..........................................7

SELLING SHAREHOLDERS.....................................7

PLAN OF DISTRIBUTION.....................................8

LEGAL MATTERS............................................9

ADDITIONAL INFORMATION...................................9



                                       -2-
<PAGE>
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1995,  as amended,  and Reports on Form 10-QSB for the quarters  ended March
31, 1996,  as amended,  June 30, 1996 and  September  30, 1996,  which have been
filed with the  Commission  pursuant to the Exchange  Act, are  incorporated  by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  The
Company's Current Reports on Form 8-K filed on (i) March 21, 1996, as amended on
March 26,  1996;  (ii)  November  14,  1996;  and  (iii)  January  24,  1997 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 13, 1993 is  incorporated by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this  Prospectus and prior to the termination
of this offering are deemed to be  incorporated  by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Hospitality Worldwide Services, Inc. at 509 Madison Avenue, Suite
1114, New York, New York 10022,  Attention:  Secretary.  Oral requests should be
directed to such officer (telephone number (212) 223-0699).



         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.



                                       -3-
<PAGE>
                                  RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.

         IMMEDIATE NEED FOR CASH; ADDITIONAL FINANCING. Management believes that
the  Company's  current  cash,  cash  equivalents  and  line of  credit  will be
sufficient  to enable  the  Company  to carry out its  business  objectives  and
continue to operate as a going concern for a period of 18 months.  The Company's
continued  existence  thereafter  will be dependent upon its ability to generate
cash flows from  operations  sufficient to meet its  obligations  as they become
due.  Unless the Company can generate cash flows from  operations  sufficient to
fund all of its working  capital  needs,  the Company will be required to obtain
additional  financing  to  continue  to operate  its  business.  There can be no
assurance  that any  additional  financing  will be  available to the Company on
acceptable  terms, if at all. Any inability by the Company to obtain  additional
financing, if required, will have a material adverse effect on the operations of
the Company.

         HISTORY OF LOSSES.  For the nine months ended  September 30, 1996,  the
Company had net income of  $1,570,101,  compared to a net loss of $1,115,969 and
$1,284,798 for the years ended December 31, 1995 and 1994,  respectively.  While
the results for the nine months ended  September  30, 1996 are  reflective  of a
significant portion of the Company's current business, there can be no assurance
that  the  Company's  operations  will  continue  to be  profitable  or that any
positive cash flow generated by the Company's  operations  will be sufficient to
meet the Company's future cash requirements.

         CHANGE IN  BUSINESS.  On August 17,  1995,  the  Company's  subsidiary,
Hospitality  Restoration  and Builders,  Inc., a New York  corporation  ("HRB"),
acquired  substantially  all of the assets and  business,  and  assumed  certain
liabilities,  of AGF Interior Services,  Inc. d/b/a Hospitality  Restoration and
Builders,  a Florida corporation  ("AGF"),  that provided renovation services to
the hospitality industry. In February 1996, the Company disposed of its lighting
business.  The pro forma consolidated  information (see Note 17 to the Company's
consolidated  financial  statements for the year ended December 31, 1995), which
is based on the historical financial statements of the Company and AGF as if the
acquisition occurred on January 1, 1994 and has been adjusted to include certain
acquisition related adjustments,  reflect losses from the continuing  operations
of the  renovation  business of $1,275,475  and  $1,267,280  for the years ended
December  31,  1995 and 1994,  respectively.  On January 10,  1997,  the Company
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of The Leonard Parker Company, a Florida corporation ("LPC"),  which
is a purchasing company for the hospitality  industry that acts as agent for the
purchase of goods and services for its customers. There can be no assurance that
the Company can  successfully  integrate  LPC into its business  plan.  The past
operating history and past consolidated  financial  condition of the Company may
bear little or no  relationship to the future  operations of the Company.  There
can be no  assurance  that the  Company  will be  successful  in its  change  of
business focus.

         COMPETITION.  The hospitality maintenance industry is highly fragmented
and is made up largely of small, local companies. Competition in the hospitality
restoration  industry is significant  and is based largely on price and service.
In the  future,  the  Company's  competitors  may be  larger  and  have  greater
financial resources than HRB.


                                       -4-
<PAGE>
         SUBSTANTIAL  RELIANCE UPON,  ATTRACTION AND RETENTION OF KEY PERSONNEL.
The Company's  business is substantially  reliant upon the efforts and abilities
of Alan G. Friedberg,  the Chief Executive Officer of the Company,  Guillermo A.
Montero, the Chief Operating Officer of HRB, Leonard Parker, the Chairman of the
Board of LPC and Douglas  Parker,  the President of each of the Company and LPC.
The loss of or the  unavailability  to the  Company of the  services  of Messrs.
Friedberg,  Montero,  Leonard Parker and/or Douglas Parker would have a material
adverse effect on the Company's  business  prospects  and/or  potential  earning
capacity until such time, if ever, as such individuals are adequately  replaced.
While the Company does not currently  have any "key man" insurance to compensate
it for any such loss, it intends to obtain "key man" insurance upon the lives of
Messrs.  Friedberg,  Montero, Leonard Parker and Douglas Parker with the Company
paying the premium thereon and being the  beneficiary.  The loss of the services
of Messrs.  Friedberg,  Montero,  Leonard  Parker and/or Douglas Parker would be
detrimental to the Company.

         SHARES  ELIGIBLE FOR FUTURE  SALE.  Of the  8,188,155  shares of Common
Stock outstanding on January 27, 1997,  2,803,750 shares are freely transferable
without restriction or further registration under the Securities Act, except for
shares held by  "affiliates" of the Company within the meaning of Rule 144 under
the Securities  Act, which shares are subject to the resale  limitations of Rule
144. The remaining 5,384,405 shares are "restricted"  securities as that term is
defined  under  Rule  144 and in the  future  may be sold  only  pursuant  to an
effective  registration  statement  under the  Securities  Act or an  applicable
exemption  from  registration  thereunder,  including  pursuant to Rule 144. The
resale of an aggregate of 4,200,000  shares of Common Stock have been registered
pursuant to a Registration Statement on Form S-3 which was declared effective on
August 22, 1996 and which remains effective as of the date hereof. The resale of
an aggregate of 2,050,000 shares of Common Stock is being registered pursuant to
a Registration  Statement on Form S-8 of which this Prospectus forms a part. The
Company,  in connection with its recent  acquisition of LPC (see "The Company"),
has entered into a Registration  Rights  Agreement with Leonard Parker,  Douglas
Parker,  Bradley  Parker,  Phillip  Parker,  Gregg  Parker and  Mitchell  Parker
(collectively  referred  to as the "LPC  Stockholders")  whereby  the Company is
required to file a  Registration  Statement  on Form S-3 with  respect to (i) an
aggregate  of 1,250,000  shares of Common Stock issued to the LPC  Stockholders,
and (ii) a minimum  of  1,000,000  and a maximum of  5,000,000  shares of Common
Stock  issuable  upon the  conversion  of an  aggregate  of  200,000  shares  of
Redeemable  Convertible  Preferred Stock issued to the LPC  Stockholders.  Under
Rule 144, a person who has held restricted  securities for a period of two years
may sell a limited  number of such  securities  into the public  market  without
registration of such securities under the Securities Act. Rule 144 also permits,
under certain  circumstances,  persons who are not  affiliates of the Company to
sell their restricted  securities  without  quantity  limitations once they have
satisfied  Rule 144's  three-year  holding  period.  The Commission is currently
contemplating an amendment to Rule 144 which would reduce the aforementioned two
and three year holding  periods to one and two years,  respectively.  Sales made
pursuant  to  Rule  144  by  the  Company's  existing  shareholders  may  have a
depressive  effect on the price of the  shares  of  Common  Stock in the  public
market.  Such sales could also adversely  affect the Company's  ability to raise
capital at that time through the sale of its equity  securities.  At January 27,
1997,  1,323,500  shares were reserved for issuance upon exercise of outstanding
options and warrants.


                                   THE COMPANY

                  The Company was formed under the laws of the State of New York
in October 1991.  In January 1994,  the Company  consummated  an initial  public
offering of its Common Stock. Since inception,  the Company's  principal line of
business was to design and market decorative, energy efficient lighting fixtures
for the hotel and hospitality  industry.  The Company  manufactured its ceiling,
table and floor lamps, wall arms and wall sconces, and vanity light fixtures to

                                       -5-
<PAGE>
individual  customer  specifications.  The fixtures utilized compact fluorescent
tubes known as "PL bulbs," which  complement  their cosmetic beauty and use less
energy.

                  On August 1, 1995, the Company's wholly-owned subsidiary,  HRB
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of AGF, a Florida  corporation that provided  renovation services to
the  hospitality  industry,  in a stock  and  note  transaction  from  Watermark
Investments Limited, a Delaware corporation ("Watermark"). In December 1995, the
Company's  Board of  Directors,  in an  effort to focus  the  Company  in a more
strategic  direction,  determined to begin to dispose of the Company's  lighting
division and concentrate the Company's efforts in HRB. On February 26, 1996, the
Company, HRB, Watermark Investments Limited, a Bahamian  international  business
company   ("Watermark-Bahamas"),   Watermark,   a  wholly-owned   subsidiary  of
Watermark-  Bahamas,  AGF,  Tova  Schwartz,  Alan G.  Friedberg and Guillermo A.
Montero  entered into a  Divestiture,  Settlement and  Reorganization  Agreement
pursuant to which, among other things, the Company sold its lighting business to
Tova Schwartz, the Company's former President and Chief Executive Officer.

                  The  Company   provides  a  complete   package  of  renovation
resources  to the  hospitality  industry  ranging  from  pre-planning  and scope
preparation  of  a  project  to  performing  the  renovation   requirements  and
delivering  furnished  rooms.  HRB offers  hospitality  maintenance  services to
hotels and hotel chains  throughout  the  continental  United  States.  For over
seventeen  years,  HRB,  through  its  predecessor,  AGF,  has  provided  to the
hospitality   industry   renovation  and  improvements  such  as  vinyl,  paint,
wallpaper,  carpet,  installation of new furniture,  light carpentry and masonry
work. HRB generally  provides its renovation  services in an on-time,  on-budget
manner,  while causing  little or no  disruption  to the ongoing  operation of a
hotel.  HRB has  successfully  responded  to the  hotel  industry's  efforts  to
increase occupancy, room rates and market share through cosmetic upgrades, which
are generally required every four to seven years.

                  Pursuant  to an  Agreement  and  Plan of  Merger  dated  as of
January 9, 1997, by and among LPC, the LPC Stockholders,  LPC Acquisition Corp.,
a Florida  corporation  ("Acquisition  Corp.") and the  Company,  on January 10,
1997,  Acquisition Corp., a newly formed wholly-owned  subsidiary of the Company
merged with and into LPC (the "Merger"). As the result of the Merger, LPC became
a wholly-owned subsidiary of the Company. As consideration, the LPC Stockholders
received an  aggregate  of  1,250,000  newly  issued  shares of Common Stock and
200,000 newly issued shares of the Company's  Redeemable  Convertible  Preferred
Stock,   stated  value  $25  per  share.  The  consideration  paid  to  the  LPC
Stockholders  was determined by negotiations  among the parties and was based on
the value of the business of LPC on an ongoing basis.

                    LPC is a  purchasing  company for the  hospitality  industry
that acts as agent for the  purchase  of goods and  services  for its  customers
which  include major hotel and  management  companies  worldwide.  LPC purchases
furniture,  fixtures  and  equipment,  kitchen  supplies,  linens and  uniforms,
guestroom amenities,  and other supplies to meet its customers' requirements for
new hotel openings and major  renovations.  The Company  intends to continue the
business of LPC. LPC's revenues for the fiscal year ended December 31, 1996 were
approximately $45,000,000.

                  The Company  maintains its principal  executive offices at 509
Madison Avenue,  Suite 1114, New York, New York 10022,  and its telephone number
is (212) 223-0699. HRB maintains its principal office at 1800 Century Park East,
Los Angeles,  California 90067, and its telephone number is (310) 286-6400.  LPC
maintains its principal office at 550 Biltmore Way, Coral Gables, Florida 33134,
and its telephone number is (305) 567-0300.



                                       -6-
<PAGE>
                                 USE OF PROCEEDS

         The Company will receive the exercise  price of the options held by the
Selling Shareholders,  if and when exercised.  Such proceeds will be used by the
Company for working  capital  purposes.  The Company will not receive any of the
proceeds from the resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the Plans.

         The   following   table  sets  forth  (i)  the  name  of  each  Selling
Shareholder;  (ii) the number of shares of Common  Stock  owned by each  Selling
Shareholder  at January 28,  1997;  (iii) the number of shares to be offered for
resale by each Selling Shareholder; and (iv) the number and percentage of shares
of Common Stock to be held by each Selling  Shareholder  after the completion of
the offering.
<TABLE>
<CAPTION>
                                                                                                    Number of shares
                                             Number of shares                                       of Common Stock/
                                             of Common Stock                Number of                 Percentage of
                                            Beneficially Owned              Shares to               Class to be Owned
                                              at January 28,                be Offered              After Completion
               Name                                1997                     for Resale               of the Offering
--------------------------------      ----------------------------     ------------------     ---------------------------
<S>                                                <C>                           <C>                       <C>     
Alan G. Friedberg..................                210,000(1)                    400,000                   10,000/*

Howard G. Anders...................                104,500(2)                    150,000                    4,500/*

Guillermo A. Montero...............                169,792(3)                    300,000                   19,792/*

Scott A. Kaniewski.................                  7,000(4)                     15,000                    2,000/*

Louis K. Adler.....................                 80,000(5)                     15,000                   75,000/*

George Asch........................                 80,000(6)                     15,000                   75,000/*

Richard A. Bartlett................                421,666(7)                     15,000                 416,666/5.1%

Douglas Parker.....................                   190,000                     65,000                 190,000/2.3%

Bradley Parker.....................                   190,000                     65,000                 190,000/2.3%
</TABLE>
-------------------
* Less than 1%

(1)      Consists of (i) 10,000 shares of Common Stock held  individually by Mr.
         Freidberg;  and (ii)  200,000  shares of  Common  Stock  issuable  upon
         exercise  of  presently  exercisable  options  currently  held  by  Mr.
         Friedberg.

(2)      Consists of (i) 4,500 shares of Common Stock held  individually  by Mr.
         Anders;  and (ii) 150,000 shares of Common Stock issuable upon exercise
         of presently exercisable options currently held by Mr. Anders.

(3)      Consists  of (i) 19,792  shares of Common  Stock held by Mr.  Montero's
         wife Maria Elizabeth Leon as to which Mr. Montero disclaims  beneficial
         ownership;  and (ii)  150,000  shares of  Common  Stock  issuable  upon
         exercise  of  presently  exercisable  options  currently  held  by  Mr.
         Montero.

(4)      Consists of (i) 2,000 shares of Common Stock held  individually  by Mr.
         Kaniewski; and (ii) 5,000 shares of Common Stock issuable upon exercise
         of presently exercisable options currently held by Mr. Kaniewski.

(5)      Consists of (i) 75,000 shares of Common Stock held  individually by Mr.
         Adler;  and (ii) 5,000 shares of Common Stock issuable upon exercise of
         presently exercisable options held by Mr. Adler.


                                       -7-
<PAGE>

(6)      Consists of (i) 75,000 shares of Common Stock held  individually by Mr.
         Asch;  and (ii) 5,000 shares of Common Stock  issuable upon exercise of
         presently exercisable options held by Mr. Asch.

(7)      Consists of (i) 116,666 shares of Common Stock held individually by Mr.
         Bartlett; (ii) 300,000 shares of Common Stock issuable upon exercise of
         options currently held by Resource Holdings Associates, L.P. ("Resource
         L.P.") as to which Mr.  Bartlett,  as a Managing  Director  of Resource
         Holdings  Limited  ("Resource  Limited"),  the general partner Resource
         L.P., is attributed  beneficial  ownership pursuant to Rule 13d-3 under
         the Securities Exchange Act of 1934 (Mr. Bartlett (a) has sole power to
         vote  and  dispose  of the  116,666  shares  of  Common  Stock he holds
         individually;  and (b) as a Managing Director of Resource Limited,  has
         shared power to vote and dispose of the 300,000  shares of Common Stock
         issuable upon exercise of the presently  exercisable  options currently
         held by Resource  L.P.; and (iii) 5,000 shares of Common Stock issuable
         upon exercise of presently  exercisable  options  currently held by Mr.
         Bartlett.


         There is no assurance  that the Selling  Shareholders  will sell any of
the Shares offered  hereby.  To the extent  required,  the specific Shares to be
sold, the names of the Selling  Shareholders,  other additional shares of Common
Stock beneficially owned by such Selling Shareholder,  the public offering price
of the Shares to be sold, the names of any agent, dealer or underwriter employed
by such Selling  Shareholder  in connection  with such sale,  and any applicable
commission or discount  with respect to a particular  offer will be set forth in
an accompanying Prospectus Supplement.

         The Shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the Selling
Shareholder  is first required to contact the Company's  Corporate  Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
each Selling  Shareholder  a letter  setting forth the  procedures  whereby such
Selling  Shareholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Shareholders  expect to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

         The Selling  Shareholders  and any broker or dealer to or through  whom
any of the Shares are sold may be deemed to be  underwriters  within the meaning
of the Securities Act with respect to the Common Stock offered  hereby,  and any
profits  realized by the Selling  Shareholders or such brokers or dealers may be
deemed  to  be  underwriting  commissions.  Brokers'  commissions  and  dealers'
discounts,  taxes  and  other  selling  expenses  to be  borne  by  the  Selling
Shareholder  are not  expected  to  exceed  normal  selling  expenses  for sales
over-the-counter  or  otherwise,  as the case may be.  The  registration  of the
Shares under the  Securities Act shall not be deemed an admission by the Selling
Shareholders or the Company that the Selling  Shareholders  are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.

                              PLAN OF DISTRIBUTION

         This  Prospectus  covers an  aggregate  of  1,040,000  shares of Common
Stock.  All of the  Shares  offered  hereby  are  being  resold  by the  Selling
Shareholders.  The Company will not realize any proceeds  from the resale of the
Shares by the Selling Shareholders.

         The  distribution  of the  Shares by the  Selling  Shareholders  is not
subject to any  underwriting  agreement.  The Selling  Shareholders may sell the
Shares offered hereby from time to time in transactions on Nasdaq, in negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
relating  to  prevailing  market  prices or at  negotiated  prices.  The Selling
Shareholders  may effect such  transactions  by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,

                                       -8-
<PAGE>
concessions or commissions from the Selling  Shareholders  and/or the purchasers
of the  Shares  for whom such  broker-dealers  may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of the customary  commissions).  The Selling Shareholders and
any  broker-dealers  that  participate  with  the  Selling  Shareholders  in the
distribution of the Shares may be deemed to be  underwriters  within the meaning
of Section 2(11) of the Securities Act and any commissions  received by them and
any profit on the resale of the Shares  commissioned by them may be deemed to be
underwriting  commissions  or discounts  under the  Securities  Act. The Selling
Shareholders  will pay any transaction costs associated with effecting any sales
that occur.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  Shares  will  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement  is  available  and is complied  with by the Company and the Selling
Shareholders.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the Shares may not  simultaneously  engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the  commencement of such  distribution.  In addition and
without  limiting the  foregoing,  each Selling  Shareholder  will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including without limitation,  Rules 10b-6, 10b-6A and 10b-7, which
provisions  may limit the timing of the  purchases and sales of shares of Common
Stock by the Selling Shareholders.

         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their  Shares.  Sales of such  Shares may have an adverse
effect  on  the  market  price  of  the  Common  Stock.  Moreover,  the  Selling
Shareholders  are not  restricted as to the number of Shares that may be sold at
any time and it is possible that a significant number of Shares could be sold at
the same time which may also have an adverse  effect on the market  price of the
Common Stock.

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Shareholders.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the Shares offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.


                                       -9-
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Hospitality Worldwide Services, Inc.
(f/k/a Light Savers U.S.A., Inc.) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1995, as amended;

                  (b) The  Company's  Quarterly  Reports for the quarters  ended
         March 31, 1996, as amended, June 30, 1996 and and September 30, 1996;

                  (c) The  Company's  Current  Reports  on Form 8-K filed on (i)
         March 21, 1996,  as amended on March 26, 1996;  (ii) November 14, 1996;
         and (iii) January 24, 1997; and

                  (d) The description of the Company's  securities  contained in
         the  Company's  Registration  Statement on Form 8-A filed  December 13,
         1993.


         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general,  a New York  corporation to indemnify any person made, or threatened
to be made, a party to an action or  proceeding by reason of the fact that he or
she was a director or officer of the  corporation,  or served  another entity in
any capacity at the request of the  corporation,  against any  judgment,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorney's fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any appeal therein,  if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service for another entity, not
opposed to, to the best interests of the corporation and, in criminal actions or
proceedings,  in addition  had no  reasonable  cause to believe  that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance  of a final  disposition  of such  action  or  proceeding  the  expenses
incurred in defending  such action or proceeding  upon receipt of an undertaking
by or on behalf of the  director  or officer to repay such amount as, and to the
extent,   required  by  statute.   Section  721  of  the  NYBCL   provides  that
indemnification  and  advancement of expense  provisions  contained in the NYBCL
shall not be deemed  exclusive  of any  rights to which a  director  or  officer
seeking indemnification or advancement of expenses may be entitled,  provided no
indemnification  may be made on behalf of any  director or officer if a judgment
or other final adjudication  adverse to the director or officer establishes that
his or her acts  were  committed  in bad  faith or were the  result of active or
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that he or she

                                      II-1
<PAGE>
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

         Article  Three  of  the  Company's  Certificate  of  Incorporation,  as
amended,  provides,  in general, that the personal liability of the directors of
the Company is eliminated to the fullest  extent  permitted by the provisions of
paragraph  (b) of  Section  402 of the  NYBCL,  as the same may be  amended  and
supplemented.  Section  402(b) of the NYBCL  provides  that the  certificate  of
incorporation of a New York corporation may set forth a provision eliminating or
limiting  the  personal  liability  of  directors  to  the  corporation  or  its
stockholders for damages for any breach of duty in such capacity,  provided that
no such provision  shall eliminate or limit (1) the liability of any director if
a judgment or other final adjudication  adverse to him establishes that his acts
or omissions were in bad faith or involved  intentional  misconduct or a knowing
violation  of law or that he  personally  gained in fact a  financial  profit or
other advantage to which he is not legally  entitled or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the NYBCL.

         Article XII of the  Company's  By-Laws,  as amended,  provides that the
Company shall, to the fullest extent now or hereafter  permitted by the New York
Business  Corporation Law, indemnify any director or officer who is or was made,
or threatened to be made, a party to an action or  proceeding,  whether civil or
criminal,  whether  involving any actual or alleged  breach of duty,  neglect or
error, any  accountability,  or any actual or alleged  misstatement,  misleading
statement  or other act or omission  and whether  brought or  threatened  in any
court or administrative or legislative body or agency, including an action by or
in the right of the  Company to procure a judgment in its favor and an action by
or in the  right of any  other  corporation  of any type or  kind,  domestic  or
foreign,  or any  partnership,  joint venture,  trust,  employee benefit plan or
other  enterprise,  which any  director  or officer of the Company is serving or
served in any  capacity at the request of the  Company,  or is serving or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement,  and costs, charges and expenses,  including attorneys' fees, or any
appeal therein; provided,  however, that no indemnification shall be provided to
any such director or officer if a judgment or other final  adjudication  adverse
to the director or officer  establishes  that (i) his acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case, were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          EXHIBIT INDEX

          4(a)   -   1996 Stock Option Plan (the "1996 Plan").

          4(b)   -   Form of Option Agreement for the 1996 Plan.

          4(c)   -   1996 Outside Directors' Stock Option Plan (the "Outside
                     Directors' Plan").

          4(d)   -   Form of Stock Option Agreement for the Outside Directors'
                     Plan.

          4(e)       Form of Option Granted to Officers

          5      -   Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -   Consent of BDO Seidman, LLP, independent auditors.

         23(b)   -   Consent of Arthur Andersen LLP, independent auditors.


                                      II-2
<PAGE>
         23(c)   -   Consent of Olshan Grundman Frome & Rosenzweig LLP (included
                     in its opinion filed as Exhibit 5).

         24      -   Powers of Attorney (included on signature page to this
                     Registration Statement).

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration   Statement   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   Registration
                           Statement or any material change to such  information
                           in the Registration Statement;

                  (2)      That, for the purposes of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that remain unsold at the  termination of
                           the offering.

         B.       The  undersigned   registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.



                                      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  12th day of
February, 1997.

                                     HOSPITALITY WORLDWIDE SERVICES, INC.
                                            (Registrant)

                                     By:  /S/ ALAN G. FRIEDBERG
                                          ---------------------
                                          Alan G. Friedberg, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Alan G.  Friedberg and Howard G. Anders
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                                       TITLE                                  DATE

<S>                                               <C>                                              <C> 
/S/ ALAN G. FRIEDBERG                             President, Chief                                 February 12, 1997
-----------------------------------------------   Executive Officer
               Alan G. Friedberg                  (principal executive
                                                  officer) and Director

/S/ HOWARD G. ANDERS                              Executive Vice President,                        February 12, 1997
-----------------------------------------------   Chief Financial Officer
               Howard G. Anders                   (principal financial
                                                  officer and principal
                                                  accounting officer) and
                                                  Secretary
/S/ SCOTT A. KANIEWSKI                            Director                                         February 12, 1997
-----------------------------------------------
              Scott A. Kaniewski

/S/ LOUIS K. ADLER                                Director                                         February 12, 1997
-----------------------------------------------
                Louis K. Adler

/S/ GEORGE ASCH                                   Director                                          February 5, 1997
-----------------------------------------------
                 George  Asch

/S/ RICHARD A. BARTLETT                           Director                                         February 12, 1997
-----------------------------------------------
              Richard A. Bartlett



                                                           II-4
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 58139}]
{"company-data": {"conformed-name": "HOSPITALITY WORLDWIDE SERVICES INC", "cik": "0000911434", "assigned-sic": "3640", "irs-number": "113096379", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21689", "film-number": "97528070"}, "business-address": {"street1": "509 MADISON AVE", "street2": "SUITE 1114", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127555267"}, "former-company": {"former-conformed-name": "LIGHT SAVERS U S A INC", "date-changed": "19931102"}}
As filed with the Securities and Exchange Commission on February 12, 1997
                                                Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    New York
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   11-3096379
--------------------------------------------------------------------------------

                      (I.R.S. employer identification no.)

            509 Madison Avenue, Suite 1114, New York, New York 10022
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                             1996 STOCK OPTION PLAN
                    1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                        OTHER OPTIONS GRANTED TO OFFICERS
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Howard G. Anders
                      Hospitality Worldwide Services, Inc.
                         509 Madison Avenue, Suite 1114
                            New York, New York 10022
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (212) 223-0699
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                             Proposed                 Proposed
          Title of                                           maximum                  maximum
         securities                     Amount               offering                aggregate               Amount of
            to be                       to be               price per                 offering             registration
         registered                   registered              share                    price                    fee
------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.01 par
value per  share,  issuable
upon  exercise  of options
granted or to be granted 
under the 1996
Stock Option Plan                    1,700,000   (1)(2)       $4.860(2)                   $8,262,000               $2,503.64
------------------------------------------------------------------------------------------------------------------------------
Common  Stock,  $.01 par 
value per  share,  issuable  
upon  exercise  of options
granted or to be granted 
under the 1996 Directors' Stock
Option Plan                            250,000   (1)(3)       $6.360(3)                   $1,590,000                 $481.82
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------
                                                             Proposed                 Proposed
          Title of                                           maximum                  maximum
         securities                     Amount               offering                aggregate               Amount of
            to be                       to be               price per                 offering             registration
         registered                   registered              share                    price                    fee
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value
per share,
issuable upon
exercise of
certain options
granted to
officers                               100,000   (1)(4)       $1.275                        $127,500                  $38.64
------------------------------------------------------------------------------------------------------------------------------
         Total                       2,050,000                $4.868                      $9,979,400               $3,024.10
==============================================================================================================================
(1)      Pursuant to Rule 416 under the  Securities Act of 1933, as amended (the
         "Securities  Act"), an indeterminate  number of shares of common stock,
         $.01 par value per share (the "Common  Stock") that may become issuable
         pursuant to  antidilution  provisions  of the  Registrant's  1996 Stock
         Option Plan (the "1996 Option  Plan"),  1996 Outside  Directors'  Stock
         Option  Plan (the  "1996  Directors'  Plan")  and  options  granted  to
         officers are also being registered hereunder.

(2)      Represents  an  aggregate  of  1,163,500  shares of Common  Stock  with
         respect to which  options have been granted  under the 1996 Option Plan
         at a weighted  average  exercise price of $3.64 per share.  Pursuant to
         Rule 457(h) under the Securities Act, the offering price for the shares
         of  Common  Stock  which may be issued  under the 1996  Option  Plan is
         estimated  solely for the purpose of determining the  registration  fee
         and is based  on  $7.50,  the per  share  average  of high and low sale
         prices of the Common  Stock as reported by the Nasdaq  SmallCap  Market
         ("Nasdaq") for trading on February 6, 1997.

(3)      Represents  60,000 shares of Common Stock with respect to which options
         have been granted under the 1996  Directors'  Plan at an exercise price
         of $2.75 per share.  Pursuant to Rule 457(h) under the Securities  Act,
         the  offering  price for the shares of Common Stock which may be issued
         under the 1996 Directors'  Plan is estimated  solely for the purpose of
         determining the  registration  fee and is based on $7.50, the per share
         average of high and low sale prices of the Common  Stock as reported by
         Nasdaq for trading on February 6, 1997.

(4)      Represents 100,000 shares of Common Stock with respect to which options
         have been granted at an exercise price of $1.275 per share.

                                       -2-
DATED FEBRUARY 12, 1997

PROSPECTUS

                        1,040,000 Shares of Common Stock

     HOSPITALITY WORLDWIDE SERVICES, INC. (f/k/a LIGHT SAVERS U.S.A., INC.)
                     Common Stock ($.01 par value per share)

         This  Prospectus  relates to the reoffer and resale by certain  selling
shareholders (the "Selling  Shareholders")  who may be deemed to be "affiliates"
as  defined  in  Rule  405 of  the  Securities  Act of  1933,  as  amended  (the
"Securities Act") of Hospitality  Worldwide  Services,  Inc. (f/k/a Light Savers
U.S.A.,  Inc.)  (the  "Company"),  of an  aggregate  of  1,040,000  shares  (the
"Shares") of Common Stock,  $.01 par value per share (the "Common Stock") of the
Company,  constituting  a portion of the Common  Stock that may be issued by the
Company to the Selling  Shareholders  upon exercise of outstanding stock options
granted (i) under the Company's  1996 Stock Option Plan (the "1996 Plan"),  (ii)
the Company's 1996 Outside Directors' Stock Option Plan (the "Outside Directors'
Plan" and together with the 1996 Plan, the "Plans"),  and (iii) to an officer of
the Company. This Prospectus also relates to the reoffer and resale of Shares to
be acquired upon  exercise of stock  options that may be granted to  individuals
who  may  be  deemed   "affiliates"   of  the  Company  (the   "Future   Selling
Shareholders")  upon exercise of  outstanding  stock options to be granted under
the  Plans.  If  and  when  such  options  are  granted  to the  Future  Selling
Shareholders,  the Company  intends to  distribute  a Prospectus  Supplement  as
required by Rule 424(b) of the Securities Act. Such  Prospectus  Supplement will
specify the names of the Future Selling Shareholders and the amount of Shares to
be reoffered and resold by them.

         The offer and sale of the Shares to the  Selling  Shareholders  and the
Future  Selling  Shareholders  have been  registered  under the  Securities  Act
pursuant to a  Registration  Statement of which this  Prospectus is a part.  The
Shares  are  being   reoffered  and  resold  for  the  account  of  the  Selling
Shareholders  and the  Company  will not receive  any of the  proceeds  from the
resale of the Shares.  The Company has agreed to bear  certain  expenses  (other
than selling  commissions and fees and expenses of counsel and other advisors to
the Selling  Shareholders)  in connection with the  registration and sale of the
Shares being offered by the Selling Shareholders.

         The Selling  Shareholders  have  advised the Company that the resale of
their Shares may be effected  from time to time in one or more  transactions  on
the Nasdaq SmallCap Market ("Nasdaq"),  in negotiated  transactions or otherwise
at  market  prices  prevailing  at the time of the sale or at  prices  otherwise
negotiated. The Selling Shareholders may effect such transactions by selling the
Shares to or through  broker-dealers who may receive compensation in the form of
discounts,  concessions or commissions from the Selling  Shareholders and/or the
purchasers  of the  Shares for whom such  broker-dealers  may act as agent or to
whom they sell as  principal,  or both (which  compensation  as to a  particular
broker-dealer  may be in excess of  customary  commissions).  Any  broker-dealer
acquiring the Shares from the Selling  Shareholders  may sell such securities in
its normal  market  making  activities,  through other brokers on a principal or
agency  basis,  in  negotiated  transactions,  to its  customers  or  through  a
combination of such methods. See "Plan of Distribution."

         The  Common  Stock is traded on Nasdaq  under  the  symbol  "ROOM."  On
February  10,  1997,  the closing bid price for the Common  Stock as reported by
Nasdaq was $7.625.

--------------------------------------------------------------------------------

                     SEE "RISK FACTORS" BEGINNING ON PAGE 4
                       FOR A DISCUSSION OF CERTAIN FACTORS
               THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

--------------------------------------------------------------------------------

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
                   DISAPPROVED BY THE SECURITIES AND EXCHANGE
                COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
                  ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
                  REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.

                   The date of this Prospectus is February 12, 1997.
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facilities  maintained by the Commission at Judiciary Plaza, 450 Fifth
Street,  N.W.,  Washington,  D.C. 20549;  500 West Madison  Street,  Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New York, New
York 10048.  Copies of such material can be obtained  from the Public  Reference
Section  of  the  Commission  at  Judiciary  Plaza,  450  Fifth  Street,   N.W.,
Washington,  D.C. 20549, at prescribed rates. Such material may also be accessed
electronically  by  means  of the  Commission's  home  page on the  internet  at
http://www.sec.gov.

                                                 TABLE OF CONTENTS

AVAILABLE INFORMATION....................................2

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........3

RISK FACTORS.............................................4

THE COMPANY..............................................5

USE OF PROCEEDS..........................................7

SELLING SHAREHOLDERS.....................................7

PLAN OF DISTRIBUTION.....................................8

LEGAL MATTERS............................................9

ADDITIONAL INFORMATION...................................9

                                       -2-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1995,  as amended,  and Reports on Form 10-QSB for the quarters  ended March
31, 1996,  as amended,  June 30, 1996 and  September  30, 1996,  which have been
filed with the  Commission  pursuant to the Exchange  Act, are  incorporated  by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  The
Company's Current Reports on Form 8-K filed on (i) March 21, 1996, as amended on
March 26,  1996;  (ii)  November  14,  1996;  and  (iii)  January  24,  1997 are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof.  The Company's  Application  for  Registration of its Common Stock under
Section 12(g) of the Exchange Act filed on December 13, 1993 is  incorporated by
reference  in this  Prospectus  and  shall be deemed  to be a part  hereof.  All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this  Prospectus and prior to the termination
of this offering are deemed to be  incorporated  by reference in this Prospectus
and  shall  be  deemed  to be a part  hereof  from the  date of  filing  of such
documents.

         The Company hereby  undertakes to provide without charge to each person
to whom a copy of this  Prospectus  has been  delivered,  on the written or oral
request of any such person,  a copy of any or all of the  documents  referred to
above which have been or may be  incorporated  in this  Prospectus by reference,
other than exhibits to such documents.  Written  requests for such copies should
be directed to Hospitality Worldwide Services, Inc. at 509 Madison Avenue, Suite
1114, New York, New York 10022,  Attention:  Secretary.  Oral requests should be
directed to such officer (telephone number (212) 223-0699).

         No dealer,  salesman or other  person has been  authorized  to give any
information or to make any  representations  other than those  contained in this
Prospectus in connection with the offer made hereby, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders.  This Prospectus does not constitute
an offer to sell, or a solicitation  of an offer to buy, the securities  offered
hereby to any person in any state or other  jurisdiction  in which such offer or
solicitation  is unlawful.  The delivery of this Prospectus at any time does not
imply that information  contained herein is correct as of any time subsequent to
its date.

                                       -3-
RISK FACTORS

         THE   SECURITIES   OFFERED  HEREBY  INVOLVE  A  HIGH  DEGREE  OF  RISK.
PROSPECTIVE  INVESTORS  SHOULD  CAREFULLY  CONSIDER THE  FOLLOWING  RISK FACTORS
BEFORE MAKING AN INVESTMENT DECISION.

         IMMEDIATE NEED FOR CASH; ADDITIONAL FINANCING. Management believes that
the  Company's  current  cash,  cash  equivalents  and  line of  credit  will be
sufficient  to enable  the  Company  to carry out its  business  objectives  and
continue to operate as a going concern for a period of 18 months.  The Company's
continued  existence  thereafter  will be dependent upon its ability to generate
cash flows from  operations  sufficient to meet its  obligations  as they become
due.  Unless the Company can generate cash flows from  operations  sufficient to
fund all of its working  capital  needs,  the Company will be required to obtain
additional  financing  to  continue  to operate  its  business.  There can be no
assurance  that any  additional  financing  will be  available to the Company on
acceptable  terms, if at all. Any inability by the Company to obtain  additional
financing, if required, will have a material adverse effect on the operations of
the Company.

         HISTORY OF LOSSES.  For the nine months ended  September 30, 1996,  the
Company had net income of  $1,570,101,  compared to a net loss of $1,115,969 and
$1,284,798 for the years ended December 31, 1995 and 1994,  respectively.  While
the results for the nine months ended  September  30, 1996 are  reflective  of a
significant portion of the Company's current business, there can be no assurance
that  the  Company's  operations  will  continue  to be  profitable  or that any
positive cash flow generated by the Company's  operations  will be sufficient to
meet the Company's future cash requirements.

         CHANGE IN  BUSINESS.  On August 17,  1995,  the  Company's  subsidiary,
Hospitality  Restoration  and Builders,  Inc., a New York  corporation  ("HRB"),
acquired  substantially  all of the assets and  business,  and  assumed  certain
liabilities,  of AGF Interior Services,  Inc. d/b/a Hospitality  Restoration and
Builders,  a Florida corporation  ("AGF"),  that provided renovation services to
the hospitality industry. In February 1996, the Company disposed of its lighting
business.  The pro forma consolidated  information (see Note 17 to the Company's
consolidated  financial  statements for the year ended December 31, 1995), which
is based on the historical financial statements of the Company and AGF as if the
acquisition occurred on January 1, 1994 and has been adjusted to include certain
acquisition related adjustments,  reflect losses from the continuing  operations
of the  renovation  business of $1,275,475  and  $1,267,280  for the years ended
December  31,  1995 and 1994,  respectively.  On January 10,  1997,  the Company
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of The Leonard Parker Company, a Florida corporation ("LPC"),  which
is a purchasing company for the hospitality  industry that acts as agent for the
purchase of goods and services for its customers. There can be no assurance that
the Company can  successfully  integrate  LPC into its business  plan.  The past
operating history and past consolidated  financial  condition of the Company may
bear little or no  relationship to the future  operations of the Company.  There
can be no  assurance  that the  Company  will be  successful  in its  change  of
business focus.

         COMPETITION.  The hospitality maintenance industry is highly fragmented
and is made up largely of small, local companies. Competition in the hospitality
restoration  industry is significant  and is based largely on price and service.
In the  future,  the  Company's  competitors  may be  larger  and  have  greater
financial resources than HRB.

                                       -4-
SUBSTANTIAL  RELIANCE UPON,  ATTRACTION AND RETENTION OF KEY PERSONNEL.
The Company's  business is substantially  reliant upon the efforts and abilities
of Alan G. Friedberg,  the Chief Executive Officer of the Company,  Guillermo A.
Montero, the Chief Operating Officer of HRB, Leonard Parker, the Chairman of the
Board of LPC and Douglas  Parker,  the President of each of the Company and LPC.
The loss of or the  unavailability  to the  Company of the  services  of Messrs.
Friedberg,  Montero,  Leonard Parker and/or Douglas Parker would have a material
adverse effect on the Company's  business  prospects  and/or  potential  earning
capacity until such time, if ever, as such individuals are adequately  replaced.
While the Company does not currently  have any "key man" insurance to compensate
it for any such loss, it intends to obtain "key man" insurance upon the lives of
Messrs.  Friedberg,  Montero, Leonard Parker and Douglas Parker with the Company
paying the premium thereon and being the  beneficiary.  The loss of the services
of Messrs.  Friedberg,  Montero,  Leonard  Parker and/or Douglas Parker would be
detrimental to the Company.

         SHARES  ELIGIBLE FOR FUTURE  SALE.  Of the  8,188,155  shares of Common
Stock outstanding on January 27, 1997,  2,803,750 shares are freely transferable
without restriction or further registration under the Securities Act, except for
shares held by  "affiliates" of the Company within the meaning of Rule 144 under
the Securities  Act, which shares are subject to the resale  limitations of Rule
144. The remaining 5,384,405 shares are "restricted"  securities as that term is
defined  under  Rule  144 and in the  future  may be sold  only  pursuant  to an
effective  registration  statement  under the  Securities  Act or an  applicable
exemption  from  registration  thereunder,  including  pursuant to Rule 144. The
resale of an aggregate of 4,200,000  shares of Common Stock have been registered
pursuant to a Registration Statement on Form S-3 which was declared effective on
August 22, 1996 and which remains effective as of the date hereof. The resale of
an aggregate of 2,050,000 shares of Common Stock is being registered pursuant to
a Registration  Statement on Form S-8 of which this Prospectus forms a part. The
Company,  in connection with its recent  acquisition of LPC (see "The Company"),
has entered into a Registration  Rights  Agreement with Leonard Parker,  Douglas
Parker,  Bradley  Parker,  Phillip  Parker,  Gregg  Parker and  Mitchell  Parker
(collectively  referred  to as the "LPC  Stockholders")  whereby  the Company is
required to file a  Registration  Statement  on Form S-3 with  respect to (i) an
aggregate  of 1,250,000  shares of Common Stock issued to the LPC  Stockholders,
and (ii) a minimum  of  1,000,000  and a maximum of  5,000,000  shares of Common
Stock  issuable  upon the  conversion  of an  aggregate  of  200,000  shares  of
Redeemable  Convertible  Preferred Stock issued to the LPC  Stockholders.  Under
Rule 144, a person who has held restricted  securities for a period of two years
may sell a limited  number of such  securities  into the public  market  without
registration of such securities under the Securities Act. Rule 144 also permits,
under certain  circumstances,  persons who are not  affiliates of the Company to
sell their restricted  securities  without  quantity  limitations once they have
satisfied  Rule 144's  three-year  holding  period.  The Commission is currently
contemplating an amendment to Rule 144 which would reduce the aforementioned two
and three year holding  periods to one and two years,  respectively.  Sales made
pursuant  to  Rule  144  by  the  Company's  existing  shareholders  may  have a
depressive  effect on the price of the  shares  of  Common  Stock in the  public
market.  Such sales could also adversely  affect the Company's  ability to raise
capital at that time through the sale of its equity  securities.  At January 27,
1997,  1,323,500  shares were reserved for issuance upon exercise of outstanding
options and warrants.

                                   THE COMPANY

                  The Company was formed under the laws of the State of New York
in October 1991.  In January 1994,  the Company  consummated  an initial  public
offering of its Common Stock. Since inception,  the Company's  principal line of
business was to design and market decorative, energy efficient lighting fixtures
for the hotel and hospitality  industry.  The Company  manufactured its ceiling,
table and floor lamps, wall arms and wall sconces, and vanity light fixtures to

                                       -5-
individual  customer  specifications.  The fixtures utilized compact fluorescent
tubes known as "PL bulbs," which  complement  their cosmetic beauty and use less
energy.

                  On August 1, 1995, the Company's wholly-owned subsidiary,  HRB
acquired  substantially  all of the  assets and  business  and  assumed  certain
liabilities of AGF, a Florida  corporation that provided  renovation services to
the  hospitality  industry,  in a stock  and  note  transaction  from  Watermark
Investments Limited, a Delaware corporation ("Watermark"). In December 1995, the
Company's  Board of  Directors,  in an  effort to focus  the  Company  in a more
strategic  direction,  determined to begin to dispose of the Company's  lighting
division and concentrate the Company's efforts in HRB. On February 26, 1996, the
Company, HRB, Watermark Investments Limited, a Bahamian  international  business
company   ("Watermark-Bahamas"),   Watermark,   a  wholly-owned   subsidiary  of
Watermark-  Bahamas,  AGF,  Tova  Schwartz,  Alan G.  Friedberg and Guillermo A.
Montero  entered into a  Divestiture,  Settlement and  Reorganization  Agreement
pursuant to which, among other things, the Company sold its lighting business to
Tova Schwartz, the Company's former President and Chief Executive Officer.

                  The  Company   provides  a  complete   package  of  renovation
resources  to the  hospitality  industry  ranging  from  pre-planning  and scope
preparation  of  a  project  to  performing  the  renovation   requirements  and
delivering  furnished  rooms.  HRB offers  hospitality  maintenance  services to
hotels and hotel chains  throughout  the  continental  United  States.  For over
seventeen  years,  HRB,  through  its  predecessor,  AGF,  has  provided  to the
hospitality   industry   renovation  and  improvements  such  as  vinyl,  paint,
wallpaper,  carpet,  installation of new furniture,  light carpentry and masonry
work. HRB generally  provides its renovation  services in an on-time,  on-budget
manner,  while causing  little or no  disruption  to the ongoing  operation of a
hotel.  HRB has  successfully  responded  to the  hotel  industry's  efforts  to
increase occupancy, room rates and market share through cosmetic upgrades, which
are generally required every four to seven years.

                  Pursuant  to an  Agreement  and  Plan of  Merger  dated  as of
January 9, 1997, by and among LPC, the LPC Stockholders,  LPC Acquisition Corp.,
a Florida  corporation  ("Acquisition  Corp.") and the  Company,  on January 10,
1997,  Acquisition Corp., a newly formed wholly-owned  subsidiary of the Company
merged with and into LPC (the "Merger"). As the result of the Merger, LPC became
a wholly-owned subsidiary of the Company. As consideration, the LPC Stockholders
received an  aggregate  of  1,250,000  newly  issued  shares of Common Stock and
200,000 newly issued shares of the Company's  Redeemable  Convertible  Preferred
Stock,   stated  value  $25  per  share.  The  consideration  paid  to  the  LPC
Stockholders  was determined by negotiations  among the parties and was based on
the value of the business of LPC on an ongoing basis.

                    LPC is a  purchasing  company for the  hospitality  industry
that acts as agent for the  purchase  of goods and  services  for its  customers
which  include major hotel and  management  companies  worldwide.  LPC purchases
furniture,  fixtures  and  equipment,  kitchen  supplies,  linens and  uniforms,
guestroom amenities,  and other supplies to meet its customers' requirements for
new hotel openings and major  renovations.  The Company  intends to continue the
business of LPC. LPC's revenues for the fiscal year ended December 31, 1996 were
approximately $45,000,000.

                  The Company  maintains its principal  executive offices at 509
Madison Avenue,  Suite 1114, New York, New York 10022,  and its telephone number
is (212) 223-0699. HRB maintains its principal office at 1800 Century Park East,
Los Angeles,  California 90067, and its telephone number is (310) 286-6400.  LPC
maintains its principal office at 550 Biltmore Way, Coral Gables, Florida 33134,
and its telephone number is (305) 567-0300.

                                       -6-
USE OF PROCEEDS

         The Company will receive the exercise  price of the options held by the
Selling Shareholders,  if and when exercised.  Such proceeds will be used by the
Company for working  capital  purposes.  The Company will not receive any of the
proceeds from the resale of the Shares by the Selling Shareholders.

                              SELLING SHAREHOLDERS

         This  Prospectus  relates to the reoffer and resale of Shares issued or
that may be issued to the Selling Shareholders under the Plans.

         The   following   table  sets  forth  (i)  the  name  of  each  Selling
Shareholder;  (ii) the number of shares of Common  Stock  owned by each  Selling
Shareholder  at January 28,  1997;  (iii) the number of shares to be offered for
resale by each Selling Shareholder; and (iv) the number and percentage of shares
of Common Stock to be held by each Selling  Shareholder  after the completion of
the offering.
Number of shares
                                             Number of shares                                       of Common Stock/
                                             of Common Stock                Number of                 Percentage of
                                            Beneficially Owned              Shares to               Class to be Owned
                                              at January 28,                be Offered              After Completion
               Name                                1997                     for Resale               of the Offering
--------------------------------      ----------------------------     ------------------     ---------------------------
Alan G. Friedberg..................                210,000(1)                    400,000                   10,000/*

Howard G. Anders...................                104,500(2)                    150,000                    4,500/*

Guillermo A. Montero...............                169,792(3)                    300,000                   19,792/*

Scott A. Kaniewski.................                  7,000(4)                     15,000                    2,000/*

Louis K. Adler.....................                 80,000(5)                     15,000                   75,000/*

George Asch........................                 80,000(6)                     15,000                   75,000/*

Richard A. Bartlett................                421,666(7)                     15,000                 416,666/5.1%

Douglas Parker.....................                   190,000                     65,000                 190,000/2.3%

Bradley Parker.....................                   190,000                     65,000                 190,000/2.3%
-------------------
* Less than 1%

(1)      Consists of (i) 10,000 shares of Common Stock held  individually by Mr.
         Freidberg;  and (ii)  200,000  shares of  Common  Stock  issuable  upon
         exercise  of  presently  exercisable  options  currently  held  by  Mr.
         Friedberg.

(2)      Consists of (i) 4,500 shares of Common Stock held  individually  by Mr.
         Anders;  and (ii) 150,000 shares of Common Stock issuable upon exercise
         of presently exercisable options currently held by Mr. Anders.

(3)      Consists  of (i) 19,792  shares of Common  Stock held by Mr.  Montero's
         wife Maria Elizabeth Leon as to which Mr. Montero disclaims  beneficial
         ownership;  and (ii)  150,000  shares of  Common  Stock  issuable  upon
         exercise  of  presently  exercisable  options  currently  held  by  Mr.
         Montero.

(4)      Consists of (i) 2,000 shares of Common Stock held  individually  by Mr.
         Kaniewski; and (ii) 5,000 shares of Common Stock issuable upon exercise
         of presently exercisable options currently held by Mr. Kaniewski.

(5)      Consists of (i) 75,000 shares of Common Stock held  individually by Mr.
         Adler;  and (ii) 5,000 shares of Common Stock issuable upon exercise of
         presently exercisable options held by Mr. Adler.

                                       -7-
(6)      Consists of (i) 75,000 shares of Common Stock held  individually by Mr.
         Asch;  and (ii) 5,000 shares of Common Stock  issuable upon exercise of
         presently exercisable options held by Mr. Asch.

(7)      Consists of (i) 116,666 shares of Common Stock held individually by Mr.
         Bartlett; (ii) 300,000 shares of Common Stock issuable upon exercise of
         options currently held by Resource Holdings Associates, L.P. ("Resource
         L.P.") as to which Mr.  Bartlett,  as a Managing  Director  of Resource
         Holdings  Limited  ("Resource  Limited"),  the general partner Resource
         L.P., is attributed  beneficial  ownership pursuant to Rule 13d-3 under
         the Securities Exchange Act of 1934 (Mr. Bartlett (a) has sole power to
         vote  and  dispose  of the  116,666  shares  of  Common  Stock he holds
         individually;  and (b) as a Managing Director of Resource Limited,  has
         shared power to vote and dispose of the 300,000  shares of Common Stock
         issuable upon exercise of the presently  exercisable  options currently
         held by Resource  L.P.; and (iii) 5,000 shares of Common Stock issuable
         upon exercise of presently  exercisable  options  currently held by Mr.
         Bartlett.

         There is no assurance  that the Selling  Shareholders  will sell any of
the Shares offered  hereby.  To the extent  required,  the specific Shares to be
sold, the names of the Selling  Shareholders,  other additional shares of Common
Stock beneficially owned by such Selling Shareholder,  the public offering price
of the Shares to be sold, the names of any agent, dealer or underwriter employed
by such Selling  Shareholder  in connection  with such sale,  and any applicable
commission or discount  with respect to a particular  offer will be set forth in
an accompanying Prospectus Supplement.

         The Shares covered by this  Prospectus may be sold from time to time so
long as this Prospectus remains in effect;  provided,  however, that the Selling
Shareholder  is first required to contact the Company's  Corporate  Secretary to
confirm that this Prospectus is in effect.  The Company intends to distribute to
each Selling  Shareholder  a letter  setting forth the  procedures  whereby such
Selling  Shareholder  may use the  Prospectus  to sell the shares and under what
conditions the Prospectus  may not be used. The Selling  Shareholders  expect to
sell the Shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

         The Selling  Shareholders  and any broker or dealer to or through  whom
any of the Shares are sold may be deemed to be  underwriters  within the meaning
of the Securities Act with respect to the Common Stock offered  hereby,  and any
profits  realized by the Selling  Shareholders or such brokers or dealers may be
deemed  to  be  underwriting  commissions.  Brokers'  commissions  and  dealers'
discounts,  taxes  and  other  selling  expenses  to be  borne  by  the  Selling
Shareholder  are not  expected  to  exceed  normal  selling  expenses  for sales
over-the-counter  or  otherwise,  as the case may be.  The  registration  of the
Shares under the  Securities Act shall not be deemed an admission by the Selling
Shareholders or the Company that the Selling  Shareholders  are underwriters for
purposes of the Securities Act of any Shares offered under this Prospectus.

                              PLAN OF DISTRIBUTION

         This  Prospectus  covers an  aggregate  of  1,040,000  shares of Common
Stock.  All of the  Shares  offered  hereby  are  being  resold  by the  Selling
Shareholders.  The Company will not realize any proceeds  from the resale of the
Shares by the Selling Shareholders.

         The  distribution  of the  Shares by the  Selling  Shareholders  is not
subject to any  underwriting  agreement.  The Selling  Shareholders may sell the
Shares offered hereby from time to time in transactions on Nasdaq, in negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
relating  to  prevailing  market  prices or at  negotiated  prices.  The Selling
Shareholders  may effect such  transactions  by selling the Shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,

                                       -8-
concessions or commissions from the Selling  Shareholders  and/or the purchasers
of the  Shares  for whom such  broker-dealers  may act as agents or to whom they
sell as principals, or both (which compensation as to a particular broker-dealer
might be in excess of the customary  commissions).  The Selling Shareholders and
any  broker-dealers  that  participate  with  the  Selling  Shareholders  in the
distribution of the Shares may be deemed to be  underwriters  within the meaning
of Section 2(11) of the Securities Act and any commissions  received by them and
any profit on the resale of the Shares  commissioned by them may be deemed to be
underwriting  commissions  or discounts  under the  Securities  Act. The Selling
Shareholders  will pay any transaction costs associated with effecting any sales
that occur.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the  Shares  will  be  sold  in  such  jurisdictions  only  through
registered or licensed  brokers or dealers.  In addition,  in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement  is  available  and is complied  with by the Company and the Selling
Shareholders.

         Under  applicable  rules and  regulations  under the Exchange  Act, any
person engaged in the distribution of the Shares may not  simultaneously  engage
in market-making activities with respect to the Common Stock for a period of two
business days prior to the  commencement of such  distribution.  In addition and
without  limiting the  foregoing,  each Selling  Shareholder  will be subject to
applicable  provisions  of the  Exchange  Act  and  the  rules  and  regulations
thereunder,  including without limitation,  Rules 10b-6, 10b-6A and 10b-7, which
provisions  may limit the timing of the  purchases and sales of shares of Common
Stock by the Selling Shareholders.

         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their  Shares.  Sales of such  Shares may have an adverse
effect  on  the  market  price  of  the  Common  Stock.  Moreover,  the  Selling
Shareholders  are not  restricted as to the number of Shares that may be sold at
any time and it is possible that a significant number of Shares could be sold at
the same time which may also have an adverse  effect on the market  price of the
Common Stock.

         The  Company  has agreed to pay all fees and  expenses  incident to the
registration of the Shares,  except selling commissions and fees and expenses of
counsel or any other  professionals  or other  advisors,  if any, to the Selling
Shareholders.

                                  LEGAL MATTERS

         Certain  legal  matters in  connection  with the issuance of the Shares
offered hereby have been passed upon for the Company by Olshan  Grundman Frome &
Rosenzweig LLP, New York, New York.

                             ADDITIONAL INFORMATION

         The Company has filed with the Commission a  Registration  Statement on
Form S-8 (the "Registration Statement") under the Securities Act with respect to
the Shares offered hereby.  For further  information with respect to the Company
and the Shares offered hereby,  reference is made to the Registration Statement.
Statements  contained in this  Prospectus  as to the contents of any contract or
other document are not necessarily complete, and in each instance,  reference is
made to the  copy of such  contract  or  document  filed  as an  exhibit  to the
Registration  Statement,  such statement being qualified in all respects by such
reference.

                                       -9-
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by Hospitality Worldwide Services, Inc.
(f/k/a Light Savers U.S.A., Inc.) (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1995, as amended;

                  (b) The  Company's  Quarterly  Reports for the quarters  ended
         March 31, 1996, as amended, June 30, 1996 and and September 30, 1996;

                  (c) The  Company's  Current  Reports  on Form 8-K filed on (i)
         March 21, 1996,  as amended on March 26, 1996;  (ii) November 14, 1996;
         and (iii) January 24, 1997; and

                  (d) The description of the Company's  securities  contained in
         the  Company's  Registration  Statement on Form 8-A filed  December 13,
         1993.

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 722 of the New York Business Corporation Law ("NYBCL") permits,
in general,  a New York  corporation to indemnify any person made, or threatened
to be made, a party to an action or  proceeding by reason of the fact that he or
she was a director or officer of the  corporation,  or served  another entity in
any capacity at the request of the  corporation,  against any  judgment,  fines,
amounts paid in settlement and reasonable  expenses,  including  attorney's fees
actually and necessarily  incurred as a result of such action or proceeding,  or
any appeal therein,  if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service for another entity, not
opposed to, to the best interests of the corporation and, in criminal actions or
proceedings,  in addition  had no  reasonable  cause to believe  that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance  of a final  disposition  of such  action  or  proceeding  the  expenses
incurred in defending  such action or proceeding  upon receipt of an undertaking
by or on behalf of the  director  or officer to repay such amount as, and to the
extent,   required  by  statute.   Section  721  of  the  NYBCL   provides  that
indemnification  and  advancement of expense  provisions  contained in the NYBCL
shall not be deemed  exclusive  of any  rights to which a  director  or  officer
seeking indemnification or advancement of expenses may be entitled,  provided no
indemnification  may be made on behalf of any  director or officer if a judgment
or other final adjudication  adverse to the director or officer establishes that
his or her acts  were  committed  in bad  faith or were the  result of active or
deliberate  dishonesty and were material to the cause of action so  adjudicated,
or that he or she

                                      II-1
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

         Article  Three  of  the  Company's  Certificate  of  Incorporation,  as
amended,  provides,  in general, that the personal liability of the directors of
the Company is eliminated to the fullest  extent  permitted by the provisions of
paragraph  (b) of  Section  402 of the  NYBCL,  as the same may be  amended  and
supplemented.  Section  402(b) of the NYBCL  provides  that the  certificate  of
incorporation of a New York corporation may set forth a provision eliminating or
limiting  the  personal  liability  of  directors  to  the  corporation  or  its
stockholders for damages for any breach of duty in such capacity,  provided that
no such provision  shall eliminate or limit (1) the liability of any director if
a judgment or other final adjudication  adverse to him establishes that his acts
or omissions were in bad faith or involved  intentional  misconduct or a knowing
violation  of law or that he  personally  gained in fact a  financial  profit or
other advantage to which he is not legally  entitled or (2) the liability of any
director for any act or omission prior to the adoption of a provision authorized
by Section 402(b) of the NYBCL.

         Article XII of the  Company's  By-Laws,  as amended,  provides that the
Company shall, to the fullest extent now or hereafter  permitted by the New York
Business  Corporation Law, indemnify any director or officer who is or was made,
or threatened to be made, a party to an action or  proceeding,  whether civil or
criminal,  whether  involving any actual or alleged  breach of duty,  neglect or
error, any  accountability,  or any actual or alleged  misstatement,  misleading
statement  or other act or omission  and whether  brought or  threatened  in any
court or administrative or legislative body or agency, including an action by or
in the right of the  Company to procure a judgment in its favor and an action by
or in the  right of any  other  corporation  of any type or  kind,  domestic  or
foreign,  or any  partnership,  joint venture,  trust,  employee benefit plan or
other  enterprise,  which any  director  or officer of the Company is serving or
served in any  capacity at the request of the  Company,  or is serving or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement,  and costs, charges and expenses,  including attorneys' fees, or any
appeal therein; provided,  however, that no indemnification shall be provided to
any such director or officer if a judgment or other final  adjudication  adverse
to the director or officer  establishes  that (i) his acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case, were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

          EXHIBIT INDEX

          4(a)   -   1996 Stock Option Plan (the "1996 Plan").

          4(b)   -   Form of Option Agreement for the 1996 Plan.

          4(c)   -   1996 Outside Directors' Stock Option Plan (the "Outside
                     Directors' Plan").

          4(d)   -   Form of Stock Option Agreement for the Outside Directors'
                     Plan.

          4(e)       Form of Option Granted to Officers

          5      -   Opinion of Olshan Grundman Frome & Rosenzweig LLP.

         23(a)   -   Consent of BDO Seidman, LLP, independent auditors.

         23(b)   -   Consent of Arthur Andersen LLP, independent auditors.

                                      II-2
23(c)   -   Consent of Olshan Grundman Frome & Rosenzweig LLP (included
                     in its opinion filed as Exhibit 5).

         24      -   Powers of Attorney (included on signature page to this
                     Registration Statement).

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration   Statement   to  include  any  material
                           information  with respect to the plan of distribution
                           not   previously   disclosed   in  the   Registration
                           Statement or any material change to such  information
                           in the Registration Statement;

                  (2)      That, for the purposes of  determining  any liability
                           under  the   Securities   Act  of  1933,   each  such
                           post-effective  amendment shall be deemed to be a new
                           registration  statement  relating  to the  securities
                           offered therein,  and the offering of such securities
                           at that time shall be deemed to be the  initial  bona
                           fide offering thereof; and

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  that remain unsold at the  termination of
                           the offering.

         B.       The  undersigned   registrant   hereby  undertakes  that,  for
                  purposes of determining any liability under the Securities Act
                  of  1933,  each  filing  of  the  registrant's  annual  report
                  pursuant to Section 13(a) or 15(d) of the Securities  Exchange
                  Act of 1934 (and, where applicable, each filing of an employee
                  benefit plan's annual report  pursuant to Section 15(d) of the
                  Securities  Exchange  Act of  1934)  that is  incorporated  by
                  reference in this Registration Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         C.       Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and  controlling  persons of the  registrant  pursuant  to the
                  foregoing  provisions,  or otherwise,  the registrant has been
                  advised  that in the opinion of the  Securities  and  Exchange
                  Commission  such  indemnification  is against public policy as
                  expressed  in the  Securities  Act of 1933 and is,  therefore,
                  unenforceable.  In the event that a claim for  indemnification
                  against  such  liabilities  (other  than  the  payment  by the
                  registrant of expenses incurred or paid by a director, officer
                  or  controlling  person of the  registrant  in the  successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being  registered,  the registrant will,  unless in
                  the opinion of its  counsel  the matter has been  settled by a
                  controlling  precedent,  submit  to  a  court  of  appropriate
                  jurisdiction the question whether such  indemnification  by it
                  is against public policy as expressed in the Securities Act of
                  1933 and will be  governed by the final  adjudication  of such
                  issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the City of New  York,  State of New  York,  on this  12th day of
February, 1997.

                                     HOSPITALITY WORLDWIDE SERVICES, INC.
                                            (Registrant)

                                     By:  /S/ ALAN G. FRIEDBERG
                                          ---------------------
                                          Alan G. Friedberg, President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Alan G.  Friedberg and Howard G. Anders
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
SIGNATURE                                       TITLE                                  DATE
/S/ ALAN G. FRIEDBERG                             President, Chief                                 February 12, 1997
-----------------------------------------------   Executive Officer
               Alan G. Friedberg                  (principal executive
                                                  officer) and Director

/S/ HOWARD G. ANDERS                              Executive Vice President,                        February 12, 1997
-----------------------------------------------   Chief Financial Officer
               Howard G. Anders                   (principal financial
                                                  officer and principal
                                                  accounting officer) and
                                                  Secretary
/S/ SCOTT A. KANIEWSKI                            Director                                         February 12, 1997
-----------------------------------------------
              Scott A. Kaniewski

/S/ LOUIS K. ADLER                                Director                                         February 12, 1997
-----------------------------------------------
                Louis K. Adler

/S/ GEORGE ASCH                                   Director                                          February 5, 1997
-----------------------------------------------
                 George  Asch

/S/ RICHARD A. BARTLETT                           Director                                         February 12, 1997
-----------------------------------------------
              Richard A. Bartlett

                                                           II-4