Exhibit 1.1
▇▇▇▇▇▇▇▇.▇▇▇, INCORPORATED
1,000,000 Shares of Common Stock
SELECTED DEALER AGREEMENT
Boca Raton, Florida
_____________, 1999
Gentlemen:
1. ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. (the "Underwriter"), as Underwriter
for ▇▇▇▇▇▇▇▇.▇▇▇, Incorporated (the "Company") invites your participation as a
Selected Dealer ("Selected Dealer") in an offering of up to 1,000,000 Shares of
Common Stock (the "Shares" or the "Securities"). The Underwriter is offering the
Shares, as agent for the Company, on a "300,000 shares or none minimum,
1,000,000 share maximum best efforts" basis, pursuant to a Registration
Statement filed under the Securities Act of 1933, as amended (the "Act"),
subject to the terms of (a) its Underwriter Agreement with the Company, (b) this
Agreement, and (c) the Underwriter's instructions which may be forwarded to the
Selected Dealers from time to time. This invitation is made by the Underwriter
only if the Shares may be lawfully offered by dealers in your state.
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
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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. ▇▇▇▇▇▇ ▇▇▇▇▇ 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, your application should
reach us promptly by facsimile or letter at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇
Securities, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇. 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").
6. Payment for the Shares shall accompany all confirmations and
applications and shall be in clearing house funds. All checks, wires, and other
orders for the payment of money shall be made payable to the escrow agent for
deposit into an escrow account maintained at Republic Security Bank, ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Escrow Agent"). All subscriber
checks are to be made payable to "Republic Security Bank - Escrow Account for
the Benefit of the Subscribers to ▇▇▇▇▇▇▇▇.▇▇▇, Incorporated". Shares sold by
the Selected Dealer will be available for delivery at the office of the
Underwriter, unless other arrangements are made with the Underwriter for
delivery.
7. The Selected Dealer shall promptly transmit to the Escrow Agent, no
later than 12:00 noon of the day subsequent to the receipt of funds received
from purchasers, such funds and a confirmation or a records of each sale which
shall set forth the name, address and social security number of each individual
purchaser, the number of Shares purchased, and, if there is more than one
registered owner, whether the certificate or certificates evidencing the
securities comprising the Shares purchased are to be issued to the purchaser in
joint tenancy or otherwise. Also, each Selected Dealer shall report, in writing,
to the Underwriter, the number of persons in each such state who purchase the
Shares from Selected Dealers. Each sale may be rejected by the Underwriter and
if rejected, the Escrow Agent will directly return funds to the rejected
customer.
8. The proceeds from the sale of all of the Shares sold in the offering
(the "Offering Proceeds") will be deposited in the escrow account referred to in
paragraph 6 hereof. In the event that Offering Proceeds in an amount of
$2,100,000 have not been deposited and cleared within ninety (90) days from the
date the
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Company's Registration Statement is declared effective (unless extended by the
Underwriter with the written consent of the Company, for an additional thirty
(30) days, and an additional ten (10) days to allow clearance of funds), the
full amount paid will be refunded to the purchasers. No certificates evidencing
the Shares will be issued unless and until Offering Proceeds in an amount of
$2,100,000 have been cleared and such funds have been released and the net
proceeds thereof delivered to the Company. If Offering Proceeds in an amount of
$2,100,000 are cleared within the time period provided above, all amounts so
deposited will be delivered to the Company, except that the Underwriter may
deduct its underwriting commissions and the unpaid portion of its expense
allowance and financial advisory agreement from the proceeds of the offering
prior to the delivery of such proceeds to the Company. No commissions will be
paid by the Company or concessions allowed by the Underwriter unless and until
Offering Proceeds in the amount of $2,100,000 have been cleared and such funds
have been released and the net proceeds thereof delivered to the Company.
9. Any Securities to be sold by you under the terms of this Agreement
must be sold 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.
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 ▇▇▇▇ ▇▇▇) 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 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
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information or make any representation except as contained in the
Prospectus.
13. By accepting this Agreement, the Selected Dealer has assumed full
responsibility for proper training and instruction of its representatives
concerning the selling methods to be used in connection with the offer and sale
of the Company's Shares, giving special emphasis to the principles of
suitability and full disclosure to prospective investors and prohibitions
against "free-riding and withholding".
14 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. Notices to us should be addressed to us at the offices of ▇▇▇▇▇▇
▇▇▇▇▇ Securities, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇. 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.
15. 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.
16. If you desire to 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, telefax or letter. Our signature
hereon may be by facsimile.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC.
BY:
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Authorized Officer
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SELECTED DEALER LETTER
▇▇▇▇▇▇ ▇. ▇▇▇▇, President
▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
We hereby desire to act as a Selected Dealer for Shares of
▇▇▇▇▇▇▇▇.▇▇▇, Incorporated 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 desiring to act
as a Selected Dealer, 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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