Exhibit 1.2
INTERCORP EXCELLE, INC.
1,000,000 shares of Common Stock and
1,000,000 Redeemable Common Stock Purchase Warrants
SELECTED DEALER'S AGREEMENT
June __, 1997
Dear Sirs:
Xxxxxx Capital, Inc. ("Xxxxxx") is the representative (the
"Representative") of the several underwriters, which include Aegis Capital Corp.
("Aegis" and collectively with the Representative, the "Underwriters") named in
the Prospectus dated June __, 1997. The Underwriters have agreed to purchase,
subject to the terms and conditions set forth in the Underwriting Agreement
referred to in the Prospectus, an aggregate of 1,000,000 shares of common stock,
no par value per share (the "Common Stock") and 1,000,000 redeemable Common
Stock purchase warrants (the "Warrants") of Intercorp Excelle Inc. (the
"Company"), from the Company, and up to 150,000 additional shares of Common
Stock and 150,000 additional Warrants (the "Additional Securities"), pursuant to
an option for the purpose of covering over-allotments (said 1,000,000 shares of
Common Stock and 1,000,000 Warrants plus any of said Additional Securities
purchased upon exercise of the option being herein collectively called the
"Securities"). The Securities and the terms upon which they are to be offered
for sale by the Underwriter are more particularly described in the Prospectus.
1. The Securities are to be offered to the public by the Underwriters at a
price of $5.00 per share of Common Stock and $.10 per Warrant (herein
called the "Public Offering Price") and in accordance with the terms of the
offering set forth in the Prospectus.
2. The Underwriters are offering, subject to the terms and conditions hereof,
a portion of the Securities for sale to certain dealers which are members
of the National Association of Securities Dealers, Inc. ("NASD") and agree
to comply with the provisions of NASD Conduct Rule 2740 of such Association
and to foreign dealers or institutions ineligible for membership in said
Association which agree (a) not to resell Securities (i) to purchasers
located in, or to persons who are nationals of, the United States of
America or (ii) when there is a public demand for the Securities to persons
specified as those to whom members of said Association participating in a
distribution may not sell and (b) to comply, as though such foreign dealer
or institution were a member of such Association, with Rules 2730, 2740,
2420 (to the extent applicable to foreign nonmember brokers or dealers) and
Rule 2750 of such Rules (such dealers and institutions agreeing to purchase
Common Stock and/or Warrants hereunder being hereinafter referred to as
"Selected Dealers") at the Public Offering Price less a selling concession
of $.__ per share of Common Stock and $.__ per Warrant, payable as
hereinafter provided, out of which concession an amount not exceeding
$.__ per share of Common Stock and $.__ per Warrant may be reallowed by
Selected Dealers to members of the National Association of Securities
Dealers, Inc. or to foreign dealers or institutions ineligible for
membership therein which agree as aforesaid. The Underwriters may be
included among the Selected Dealers.
3. The Representative shall act as your representative under this Agreement
and shall have full authority to take such action as the Representative may
deem advisable in respect to all matters pertaining to the public offering
of the Securities.
4. If you desire to purchase any of the Securities, your application should
reach us promptly by telephone or facsimile at the office of the
Underwriter, and we will use our best efforts to fill the same. We reserve
the right to reject all subscriptions in whole or in part, to make
allotments and to close the subscription books at any time without notice.
The shares of Common Stock and the Warrants allotted to you will be
confirmed, subject to the terms and conditions of this Agreement.
5. The privilege of purchasing the shares of Common Stock and the Warrants is
extended to you by the Representative only if they may lawfully sell the
Securities to dealers in your state.
6. Any of the shares of Common Stock and Warrants purchased by you under the
terms of this Agreement may be immediately reoffered to the public in
accordance with the terms of the offering set forth herein and in the
Prospectus, subject to the securities laws of the various states. Neither
you nor any other person is or has been authorized to give any information
or to make any representations in connection with the sale of Securities
other than as contained in the Prospectus.
7. This Agreement will terminate when we shall have determined that the public
offering of the Securities has been completed and upon telegraphic notice
to you of such termination, but, if not previously terminated, this
Agreement will terminate at the close of business on the 20th full business
day after the date hereof; provided, however, that we shall have the right
to extend this Agreement for an additional period or periods not exceeding
20 full business days in the aggregate upon telegraphic notice to you.
Promptly after the termination of this Agreement there shall become payable
to you the selling concession on all shares of Common Stock and Warrants
which you shall have purchased hereunder and which shall not have been
purchased or contracted for (including certificates issued upon transfer)
by us, in the open market or otherwise (except pursuant to Section 10
hereof), during the terms of this Agreement for the account of the
Underwriter.
8. For the purpose of stabilizing the market in the Common Stock and Warrants
of the Company, we have been authorized to make purchases and sales
thereof, in the open market or otherwise, and, in arranging for sale of the
Securities, to over-allot.
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9. You agree to advise us from time to time, upon request, prior to the
termination of this Agreement, of the number of Securities purchased by you
hereunder and remaining unsold at the time of such request, and, if in our
opinion any such Securities shall be needed to make delivery of the
Securities sold or over-allotted for the account of the Underwriters, you
will, forthwith upon our request, grant to us, or such party as we
determine for, our account the right, exercisable promptly after receipt of
notice from you that such right has been granted, to purchase, at the
Public Offering Price less the selling concession as we shall determine,
such number of Securities owned by you as shall have been specified in our
request.
10. On becoming a Selected Dealer and in offering and selling the Securities,
you agree to comply with all applicable requirements of the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934 and the NASD
Conduct Rules.
11. Upon application, you will be informed as to the jurisdictions in which we
have been advised that the Securities have been qualified for sale under
the respective securities or blue sky laws of such jurisdictions, but we
assume no obligation or responsibility as to the right of any Selected
Dealer to sell the Securities in any jurisdiction or as to any sale
therein.
12. Additional copies of the Prospectus will be supplied to you in reasonable
quantities upon request.
13. It is expected that public advertisement of the Securities will be made on
the first day after the effective date of the Registration Statement.
Twenty-four hours after such advertisement shall have appeared but not
before, you will be free to advertise at your own expense, over your own
name, subject to any restrictions of local laws, but your advertisement
must conform in all respects to the requirements of the Securities Act of
1933, as amended, and we will not be under any obligation or liability in
respect of your advertisement.
14. No Selected Dealer is authorized to act as our agent or to make any
representation as to the existence of an agency relationship otherwise to
act on our behalf in offering or selling the Securities to the public or
otherwise.
15. We shall not be under any liability for or in respect of the value,
validity or form of the certificates for the shares of Common Stock and
Warrants, or delivery of the certificates for the Common Stock or Warrants,
or the performance by anyone of any agreement on his part, or the
qualification of the Securities for sale under the laws of any
jurisdiction, or for or in respect of any matter connected with this
Agreement, except for lack of good faith and for obligations expressly
assumed by us in this Agreement. The foregoing provisions shall be deemed
a waiver of any liability imposed under the Securities Act of 1933.
16. Payment for the Securities sold to you hereunder is to be made at the
Public Offering Price, less the above mentioned selling concession at such
time and date as we may advise, at the office of Xxxxxx Capital, Inc., 000
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, by certified
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or official bank check payable to the order of Xxxxxx Capital, Inc., in
current New York Clearing House funds at such place as we shall specify on
one day's notice to you against delivery of certificates for the Common
Stock and Warrants.
17. Notice to us should be addressed to us at the office of Xxxxxx Capital,
Inc., 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Notices to you shall
be deemed to have been duly given if telefaxed or mailed to you at the
address to which this letter is addressed.
18. If you desire to purchase any of the Securities, please confirm your
application by signing and returning to us your confirmation on the
duplicate copy of this letter enclosed herewith even though you have
previously advised us thereof by telephone or facsimile.
Dated: June __, 1997
XXXXXX CAPITAL, INC.
By: ___________________________________
Accepted and agreed:
as to _________ shares of Common Stock and ___________ Warrants
this ____ day of , 1997.
By: ___________________________________
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