EXHIBIT 1.2
PRECIS SMART CARD SYSTEMS, INC.
1,000,000 Shares of Common Stock
SELECTED DEALER AGREEMENT
Boca Raton, Florida
_____________, 1999
Gentlemen:
1. Xxxxxx Xxxxx Securities, Inc. (the "Underwriter") is offering
for sale an aggregate of 1,000,000 Shares of Common Stock (the "Shares" or
the "Firm Securities") of Precis Smart Card Systems, Inc. (the "Company"),
which the Underwriter has agreed to purchase from the Company, and which are
more particularly described in the Registration Statement, Underwriting
Agreement and Prospectus. In addition, the Underwriter has been granted an
option to purchase from the Company up to an additional 150,000 Shares (the
"Option Securities") to cover overallotments in connection with the sale of
the Firm Securities. The Firm Securities and any Option Securities purchased
are herein called the "Securities". The Securities and the terms under which
they are to be offered for sale by the Underwriter is more particularly
described in the Prospectus.
2. The Securities are to be offered to the public by the
Underwriter at the price per Share set forth on the cover page of the
Prospectus (the "Public Offering Price"), in accordance with the terms of
offering set forth in the Prospectus.
3. The Underwriter, subject to the terms and conditions hereof,
is offering a portion of the Securities for sale to certain dealers who are
actually engaged in the investment banking or securities business and who are
either (a) members in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"), or (b) dealers with their principal places of
business located outside the United States, its territories and its
possessions and not registered as brokers or dealers under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), who have agreed not to
make any sales within the United States, its territories or its possessions
or to persons who are nationals thereof or residents therein (such dealers
who shall agree to sell Securities hereunder being herein called "Selected
Dealers") at the public offering price, less a selling concession (which may
be changed) of not in excess of $____ per Share payable as hereinafter provided,
out of which concession an amount not exceeding $____ per Share may be reallowed
by Selected Dealers to members of the NASD or foreign dealers qualified as
aforesaid. The Selected Dealers who are members of the NASD agree to comply
with all of the provisions of the NASD Conduct Rules. Foreign Selected
Dealers agree to comply with the provisions of Rule 2740 of the NASD Conduct
Rules, and, if any such dealer is a foreign dealer and not a member of the
NASD, such Selected Dealer also agrees to comply with the NASD's
Interpretation with Respect to Free-Riding and Withholding, and to comply, as
though it were a member of the NASD, with the provisions of Rules 2730 and
2750 of the NASD Conduct Rules, and to comply with Rule 2420 thereof as that
Rule applies to non-member foreign dealers. The Underwriter has agreed that,
during the term of this Agreement, it will be governed by the terms and
conditions hereof.
4. Xxxxxx Xxxxx Securities, Inc. shall act as Underwriter and
shall have full authority to take such action as it may deem advisable in
respect to all matters pertaining to the public offering of the Securities.
5. If you desire to act as a Selected Dealer and purchase any of
the Securities, your application should reach us promptly by facsimile or
letter at the offices of Xxxxxx Xxxxx Securities, Inc., 0000 Xxxx Xxxxxx
Xxxx, Xxxx Xxxxx, Xxxxxxx 00000, Attention: Xxxxxx X. Xxxx. We reserve the
right to reject subscriptions in whole or in part, to make allotments, and to
close the subscription books at any time without notice. The Securities
allotted to you will be confirmed, subject to the terms and conditions of
this Selected Dealers Agreement (the "Agreement").
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6. The privilege of subscribing for the Securities is extended
to you only on the condition that the Underwriter may lawfully sell the
Securities to Selected Dealers in your state or other applicable jurisdiction.
7. Any Securities to be purchased by you under the terms of this
Agreement may be immediately reoffered to the public in accordance with the
terms of offering as set forth herein and in the Prospectus, subject to the
securities or Blue Sky laws of the various states or other jurisdictions.
You agree to pay us on demand for the account of the Underwriter an
amount equal to the Selected Dealer concession as to any Securities purchased
by you hereunder which, prior to the completion of the public offering as
defined in paragraph 8 below, we may purchase or contract to purchase for our
account and, in addition, we may charge you with any broker's commission and
transfer tax paid in connection with such purchase or contract to purchase.
Certificates for Securities delivered on such repurchases need not be the
identical certificates originally purchased.
You agree to advise us from time to time, upon request, 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 overallotted for the
account of the Underwriter, you will, forthwith upon our request, grant to us
for the account of the Underwriter 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 or such part thereof as
we shall determine, such number of Securities owned by you as shall have been
specified in our request.
No expenses shall be charged to Selected Dealers. A single transfer
tax, if payable, upon the sale of the Securities by the Underwriter to you
will be paid when such Securities are delivered to you. However, you shall
pay any transfer tax on sales of Securities by you and you shall pay your
proportionate share of any transfer tax (other than the single transfer tax
described above) in the event that any such tax shall from time to time be
assessed against you and other Selected Dealers as a group or otherwise.
Neither you nor any other person is or has been authorized to give
any information or to make any representation in connection with the sale of
the Securities other than as contained in the Prospectus.
8. The first three paragraphs of Section 7 hereof will terminate
when we shall have determined that the public offering of the Securities has
been completed and upon telefax notice to you of such termination, but, if
not theretofore terminated, they will terminate at the close of business on
the 30th full business day after the date hereof; provided, however, that we
shall have the right to extend such provisions for a further period or
periods, not exceeding an additional 30 days in the aggregate upon telefax
notice to you.
9. For the purpose of stabilizing the market in the Securities,
we have been authorized to make purchases and sales of the Securities of the
Company, in the open market or otherwise, for long or short account, and, in
arranging for sales, to overallot.
10. On becoming a Selected Dealer, and in offering and selling
the Securities, you agree to comply with all the applicable requirements of
the Securities Act of 1933, as amended (the "1933 Act"), and the 1934 Act.
You confirm that you are familiar with Rule 15c2-8 under the 1934 Act
relating to the distribution of preliminary and final prospectuses for
securities of an issuer (whether or not the issuer is subject to the
reporting requirements of Section 13 or 15(d) of the 0000 Xxx) and confirm
that you have complied and will comply therewith.
We hereby confirm that we will make available to you such number of
copies of the Prospectus (as amended or supplemented) as you may reasonably
request for the purposes contemplated by the 1933 Act or the 1934 Act, or the
rules and regulations thereunder.
11. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Securities are qualified
for sale under the respective securities or Blue Sky laws of such states and
other jurisdictions, but we shall not assume any obligation or responsibility
as to the right of any Selected Dealer to sell the Securities in any state or
other jurisdiction or as to the eligibility of the Securities for sale
therein. We will, if
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requested, file a Further State Notice in respect of the Securities pursuant
to Article 23-A of the General Business Law of the State of New York.
12. No Selected Dealer is authorized to act as agent for the
Underwriter, or otherwise to act on our behalf, in offering or selling the
Securities to the public or otherwise or to furnish any information or make
any representation except as contained in the Prospectus.
13. Nothing will constitute the Selected Dealers an association
or other separate entity or partners with the Underwriter, or with each
other, but you will be responsible for your share of any liability or expense
based on any claim to the contrary. We shall not be under any liability for
or in respect of value, validity or form of the Securities, or the delivery
of the certificates for the Securities, or the performance by anyone of any
agreement on its part, or the qualification of the Securities for sale under
the laws of any jurisdiction, or for or in respect of any other matter
relating to this Agreement, except for lack of good faith and for obligations
expressly assumed by us or by the Underwriter in this Agreement and no
obligation on our part shall be implied herefrom. The foregoing provisions
shall not be deemed a waiver of any liability imposed under the 1933 Act.
14. Payment for the Securities sold to you hereunder is to be
made at the Public Offering Price less the above-mentioned selling concession
on such time and date as we may advise, at the office of Xxxxxx Xxxxx
Securities, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000,
Attention: Xxxxxx X. Xxxx, by wire transfer to the account of the Underwriter
or by a certified or official bank check in current New York Clearing House
funds, payable to the order of Xxxxxx Xxxxx Securities, Inc., as Underwriter,
against delivery of certificates for the Securities so purchased. If such
payment is not made at such time, you agree to pay us interest on such funds
at the prevailing broker's loan rate.
15. Notices to us should be addressed to us at the offices of
Xxxxxx Xxxxx Securities, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx
00000, Attention: Xxxxxx X. Xxxx. Notices to you shall be deemed to have been
duly given if telephoned, telefaxed or mailed to you at the address to which
this Agreement or accompanying Selected Dealer Letter is addressed.
16. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to the
choice of law or conflicts of law principles thereof.
17. If you desire to purchase any Securities and act as a
Selected Dealer, please confirm your application by signing and returning to
us your confirmation on the duplicate copy of the Selected Dealer Letter
enclosed herewith, even though you may have previously advised us thereof by
telephone or letter. Our signature hereon may be by facsimile.
Very truly yours,
XXXXXX XXXXX SECURITIES, INC.
BY:
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Authorized Officer
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SELECTED DEALER LETTER
Xxxxxx X. Xxxx, President
Xxxxxx Xxxxx Securities, Inc.
0000 Xxxx Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
We hereby subscribe for______Shares of Precis Smart Card Systems,
Inc. in accordance with the terms and conditions stated in the foregoing
Selected Dealers Agreement and this Selected Dealer letter. We hereby
acknowledge receipt of the Prospectus referred to in the Selected Dealers
Agreement and Selected Dealer letter. We further state that in purchasing
said Shares we have relied upon said Prospectus and upon no other statement
whatsoever, whether written or oral. We confirm that we are a dealer actually
engaged in the investment banking or securities business and that we are
either (i) a member in good standing of the National Association of
Securities Dealers, Inc. ("NASD"); or (ii) a dealer with its principal place
of business located outside the United States, its territories and its
possessions and not registered as a broker or dealer under the Securities
Exchange Act of 1934, as amended, who hereby agrees not to make any sales
within the United States, its territories or its possessions or to persons
who are nationals thereof or residents therein. As a member of the NASD, we
hereby agree to comply with all of the provisions of NASD Conduct Rules. If
we are a foreign Selected Dealer, we agree to comply with the provisions of
Rule 2740 of the NASD Conduct Rules, and if we are a foreign dealer and not a
member of the NASD, we agree to comply with the NASD's interpretation with
respect to free-riding and withholding, and agree to comply, as though we
were a member of the NASD, with provisions of Rules 2730 and 2750 of the NASD
Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules as that
Rule applies to non-member foreign dealers.
Firm:
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By:
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(Name and Position)
Address:
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Telephone No.:
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Dated:_________, 1999
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