Exhibit 1.3
NATURAL GOLF CORPORATION
2,500,000 Shares
SELECTED DEALERS AGREEMENT
October ____, 2003
Dear Sirs,
The several underwriters set forth in the Prospectus dated October ____,
2003 (the "Underwriters") for whom Gilford Securities Incorporated has agreed to
act as Representative (the "Representative"), have agreed to purchase, subject
to the terms and conditions set forth in the Underwriting Agreement referred to
in the Prospectus, an aggregate of 2,500,000 shares of Common Stock, without par
value (the "FIRST SHARES") of Natural Golf Corporation (the "COMPANY"), and up
to 375,000 additional shares of Common Stock (the "OVER-ALLOTMENT SHARES"),
pursuant to an option granted by the selling shareholders for the purpose of
covering over-allotments (said First Shares, plus any of said Over-Allotment
Shares purchased upon exercise of the option, being herein collectively called
the "SHARES"). The Shares and the terms upon which they are to be offered for
sale by the Underwriters are more particularly described in the Prospectus.
1. The Shares are to be offered to the public by the Underwriters at a
price of $5.00 per Share (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 Shares for sale to certain dealers which are members of
the National Association of Securities Dealers, Inc. (the "NASD") and agree to
comply with the provisions of Rule 2740 of the NASD Conduct Rules, and to
foreign dealers or institutions ineligible for membership in said Association
which agree (a) not to resell Shares (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 Shares 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 and 2750 of the NASD Conduct Rules (such dealers
and institutions agreeing to purchase Shares hereunder being hereinafter
referred to as "SELECTED DEALERS") at the Public Offering Price less a selling
concession of $.____ per Share, payable as hereinafter provided. 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 it may deem
advisable in respect to all matters pertaining to the public offering of the
Shares.
4. If you desire to purchase any of the Shares, your application should
reach us promptly by telephone or facsimile at our office, 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 allotted to you will be confirmed, subject
to the terms and conditions of this Selected Dealers Agreement (the
"AGREEMENT").
5. The privilege of purchasing the Shares is extended to you by the
Underwriters only if it may lawfully sell the Shares to dealers in your state.
6. Any of the Shares purchased by you under the terms of this Agreement
may be immediately re-offered 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 Shares other than as contained in the Prospectus.
7. This Agreement will terminate when we shall have determined that the
public offering of the Shares has been completed and upon telephonic or
facsimile 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 twenty
(20) full business days in the aggregate upon telephonic or facsimile notice to
you. Promptly after the termination of this Agreement there shall become payable
to you the selling concession on all Shares 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 Underwriters.
8. For the purpose of stabilizing the market in the Shares 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 Shares, to
over-allot.
9. You agree to advise us from time to time, upon request, prior to the
termination of this Agreement, of the number of Shares purchased by you
hereunder and remaining unsold at the time of such request, and, if in our
opinion any such Shares shall be needed to make delivery of the Shares 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 Shares owned by you as shall have been
specified in our request.
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10. On becoming a Selected Dealer and in offering and selling the Shares,
you agree to comply with all applicable requirements of the Securities Act of
1933, as amended (the "ACT"), the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT") and the NASD's Conduct Rules.
11. Upon application, you will be informed as to the jurisdictions in
which we have been advised that the Shares 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 Shares 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 Shares 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 Act, 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 or otherwise to act
on our behalf in offering or selling the Shares to the public.
15. We shall not be under any liability for or in respect of the value,
validity or form of the certificates for the Shares, or delivery of the
certificates for the Shares, or the performance by anyone of any agreement on
his part, or the qualification of the Shares 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 Act.
16. Payment for the Shares sold to you hereunder is to be made at the
Public Offering Price, on or about ___________, 2003, or such later date as we
may advise, by wire transfer to Gilford Securities Incorporated, 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 Shares.
17. Notice to us should be addressed to us at our office, as follows,
Gilford Securities Incorporated, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Vice President - Corporate Finance. 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.
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18. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York without regard to the conflicts of
laws principles thereof. The parties hereto hereby irrevocably agree that any
suit or proceeding arising directly and/or indirectly pursuant to or under this
Agreement, shall be brought solely in a federal or state court located in the
City, County and State of New York. By its execution hereof, the parties hereby
covenant and irrevocably submit to the IN PERSONAM jurisdiction of the federal
and state courts located in the City, County and State of New York and agree
that any process in any such action may be served upon any of them personally,
or by certified mail or registered mail upon them or their agent, return receipt
requested, with the same full force and effect as if personally served upon them
in New York City. The parties hereto waive any claim that any such jurisdiction
is not a convenient forum for any such suit or proceeding and any defense or
lack of IN PERSONAM jurisdiction with respect thereto. In the event of any such
action or proceeding, the party prevailing therein shall be entitled to payment
from the other party hereto of its reasonable counsel fees and disbursements in
an amount judicially determined.
19. 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, letter or telegraph. Our signature
hereon may be by facsimile.
Very truly yours,
GILFORD SECURITIES INCORPORATED
By:
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Authorized Officer
For Itself and on Behalf of the Underwriters
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SELECTED DEALER LETTER
Gilford Securities Incorporated
As Representative of the Several Underwriters
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Vice President - Corporate Finance
We hereby request to become a Selected Dealer in the public offering of the
Shares of Natural Golf Corporation 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
seeking purchasers for 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:
Title:
Address:
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Telephone No:
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Dated:
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