EXHIBIT B
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. NO OFFER
TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE
RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY SUCH
OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY
KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE
DATE. YOUR EXECUTION HEREOF WELL INVOLVE NO OBLIGATION OR COMMITMENT OF ANY
KIND UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE.
METEOR INDUSTRIES, INC.
SELECTED DEALERS AGREEMENT
, 1997
Dear Sirs:
1. Westport Resources Investment Services, Inc. named as the
Underwriter ("Underwriter") in the enclosed preliminary Prospectus, proposes
to offer on a firm commitment basis, subject to the terms and conditions and
execution of the Underwriting Agreement, up to 600,000 shares of common stock
and up to 600,000 redeemable warrants at $ per share and
Redeemable Warrants at $.10 per Warrant ("Securities") of the above Company.
The Securities are more particularly described in the enclosed preliminary
Prospectus, additional copies of which will be supplied in reasonable
quantities upon request. Copies of the definitive Prospectus will be supplied
after the effective date of the Registration Statement.
2. The Underwriter is soliciting offers to buy, upon the terms and
conditions hereof, a part of the Securities from Selected Dealers, including
you who are to act as principal and who are (i) registered with the Securities
and Exchange Commission ("Commission") as broker-dealers under the Securities
Exchange Act of 1934, as amended ("1934 Act"), and members in good standing
with the National Association of Securities Dealers, Inc. ("NASD"), or (ii)
dealers or institutions with their principal place of business located outside
the United States, its territories and possessions who are not eligible for
membership in the NASD and who agree to make no sales within the United
States, its territories or possessions or to persons who are nationals thereof
or residents therein and, in making sales, to comply with the NASD's
Interpretation with Respect to FreeRiding and Withholding and with Sections
2730, 2740, 2420 to the extent applicable to foreign nonmember brokers or
dealers, and Section 2750 of the NASD's Rules of Fair Practice. The
Securities are to be offered at a public price of $ per share and $
per Redeemable Warrant. Selected Dealers will be allowed a concession of not
less than $ per share and $ per Redeemable Warrant. You will be
notified of the precise amount of such concession prior to the effective date
of the Registration Statement. You may reallow not in excess of $ per
share and $ per Redeemable Warrant to dealers who meet the
requirements set forth in this Section 2. This offer is solicited subject to
the issuance and delivery of the Securities and their acceptance by the
Underwriter, to the approval of legal matters by counsel and to the terms and
conditions as herein set forth.
3. Your offer to purchase may be revoked in whole or in part
without
obligation or commitment of any kind by you and any time prior to acceptance
and no offer may be accepted by us and no sale can be made until after the
registration statement covering the Securities has become effective with the
Commission. Subject to the foregoing, upon execution by you of the Offer to
Purchase below and the return of same to us, you shall be deemed to have
offered to purchase the number of Securities set forth in your offer on the
basis set forth in paragraph 2 above. Any oral notice by us of acceptance of
your offer shall be immediately followed by written or telegraphic
confirmation preceded or
accompanied by a copy of the Prospectus. If a contractual commitment arises
hereunder, all the terms of this Selected Dealers Agreement shall be
applicable. We may also make available to you an allotment to purchase
Securities, but such allotment shall be subject to modification or termination
upon notice from us any time prior to an exchange of confirmations reflecting
completed transactions. All references hereafter in this Agreement to the
purchase and sale of Securities assume and are applicable only if contractual
commitments to purchase are completed in accordance with the foregoing..
4. You agree that in reoffering said Securities, if your offer is
accepted after the effective date, you will make a bona fide public
distribution of same. You will advise us upon request of Securities purchased
by you remaining unsold and we shall have the right to repurchase such
Securities upon demand at the public offering price without paying the
concession with respect to any Securities so repurchased. Any of the
Securities purchased by you pursuant to this Agreement are to be subject to
the terms hereof. Securities shall not be offered or sold by you below the
public offering price before the termination of this Agreement.
5. Payment for Securities which you purchase hereunder shall be
made
by you on or before five (5) business days after the date of each confirmation
by certified or bank cashier's check payable to the Underwriter. Certificates
for the Securities shall be delivered as soon as practicable after delivery
instructions are received by the Underwriter.
6. A registration statement covering the offering has been filed
with
the Securities and Exchange Commission in respect to the Securities. You will
be promptly advised when the registration statement becomes effective. Each
Selected Dealer in selling Securities pursuant hereto agrees (which agreement
shall also be for the benefit of the Company) that it will comply with the
applicable requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934 and any applicable rules and regulations issued under
said Acts. No person is authorized by the Company or by the Underwriter to
give any information or to make any representations other than those contained
in the Prospectus in connection with the sale of the Securities. Nothing
contained herein shall render the Selected Dealers a member of the
Underwriting Group or partners with the Underwriter or with one another.
7. You will be informed by us as to the states in which we have
been
advised by counsel the Securities have been qualified for sale or are exempt
under the respective securities or blue sky laws of such states, but we have
not assumed and will not assume any obligation or responsibility as to the
right of any Selected Dealer to sell Securities in any state. You agree not
to sell Securities in any other state or jurisdiction and to not sell
Securities in any state or jurisdiction unless you are qualified or licensed
to sell securities in such state or jurisdiction.
8. The Underwriter shall have full authority to take such action as
it may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. The Underwriter shall not be under any liability to you,
except such as may be incurred under the Securities Act of 1933 and the rules
and regulations thereunder, except for lack of good faith and except for
obligations assumed by us in this Agreement, and no obligation on our part
shall be implied or inferred herefrom.
9. Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated. This Agreement will terminate when
the offering is completed. Nothing herein contained shall be deemed a
commitment on
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our part to sell you any Securities; such contractual commitment can only be
made in accordance with the provisions of paragraph 3 hereof.
10. You represent that you are a member in good standing of the NASD
and registered as a broker-dealer with the Commission, or that you are a
foreign broker-dealer not eligible for membership under Section 1 of the
Bylaws of the NASD who agrees to make no sales within the United States, its
territories or possessions or to persons who are nationals thereof or
residents therein and, in making sales, to comply with the NASD's
interpretation with Respect to FreeRiding and Withholding and with Sections
2730, 2740, 2420, and 2750 of the Rules of Fair Practice. Your attention is
called to and you agree to comply with the following: (a) Article III, Section
2110 of the Rules of Fair Practice of the NASD and the interpretations of said
Section promulgated by the Board of Governors of the NASD including Section
2740 and the interpretation with respect to "Free-Riding and Withholding;" (b)
Section 10(b) of the 1934 Act and Regulation M and Rule 10b-10 of the general
rules and regulations promulgated under the 1934 Act; and (c) Rule 15c2-8 of
the general rules and regulations promulgated under the 1934 Act requiring the
distribution of a preliminary Prospectus to all persons reasonably expected to
be purchasers of the Securities from you at least 48 hours prior to the time
you expect to mail confirmations. You, as a member of the NASD, by signing
this Agreement, acknowledge that you are familiar with the cited laws and
rules and agree that you will not directly and/or indirectly violate any
provisions of applicable law in connection with your participation in the
distribution of the Securities.
11. In addition to compliance with the provisions of paragraph 10
hereof, you will not, until advised by us in writing or by wire that the
entire offering has been distributed and closed, bid for or purchase
Securities in the open market or otherwise make a market in the Securities or
otherwise attempt to induce others to purchase the Securities in the open
market. Nothing contained in this paragraph 11 shall, however, preclude you
from acting as agent in the execution of unsolicited orders of customers in
transactions effectuated for them through a market maker.
12. You understand that the Underwriter may in connection with the
offering engage in stabilizing transactions. If the Underwriter contracts for
or purchases in the open market in connection with such stabilization any
Securities sold to you hereunder and not effectively placed by you, the
Underwriter may charge you the Selected Dealer's concession originally allowed
you on the Securities so purchased and you agree to pay such amount to us on
demand.
13. By submitting an Offer to Purchase you confirm that you may, in
accordance with Rule 15 (c )(3 )(1) adopted under the 1934 Act, agree to
purchase the number of Securities you may become obligated to purchase under
the provisions of this Agreement.
14. All communications from you should be directed to us at 000 Xxxx
Xxxx Xxxx, Xxxxxxxx, XX 00000 (000-000-0000) and (fax 000-000-0000). All
communications from us to you shall be directed to the address to which this
letter is mailed.
Very truly yours,
Westport Resources Investment Services, Inc.
By__________________________________
(Authorized Officer)
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OFFER TO PURCHASE
The undersigned does hereby offer to purchase (subject to the right
to revoke as set forth in paragraph 3) _____________________________ *
Securities in accordance with the terms and conditions set forth above. We
hereby acknowledge receipt of the Prospectus referred to in the first
paragraph thereof relating to such Securities. We further state that in
purchasing such Securities we have relied upon such Prospectus and upon no
other statement whatsoever, written or oral.
By__________________________________
(Authorized Officer)
*If a number appears here which does not correspond with what you wish to
offer to purchase, you may change the number by crossing out the number,
inserting a different number and initializing the change.
