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EXHIBIT 1.1
MANAGING DEALER AGREEMENT
THIS MANAGING DEALER AGREEMENT (the "Agreement") made and entered into
this ____ day of ______, 1997, by and between Southern Capital Securities, Inc.,
a Florida corporation ("Managing Dealer"),and Sterling Financial Services of
Florida - I, Inc., a Florida corporation (the "Corporation").
R E C I T A L S:
A. Sterling Financial Services of Florida - I, Inc., a Florida corporation
(the "Corporation") is offering a maximum of 9,900 Secured Notes (the "Notes")
in the amount of $1,000 each, payable in cash upon subscription.
B. The Corporation has engaged the Managing Dealer on a non-exclusive
basis to sell the Notes of the Corporation on a best-efforts basis on behalf of
the Corporation on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of mutual covenants contained herein and
other good and valuable consideration, the parties hereto agree as follows:
1. The Corporation shall have the full authority to take such actions as
it deems advisable concerning all matters with respect to the offering.
2. The Corporation represents and warrants to the Managing Dealer that:
a. The Corporation is duly organized and validly existing as a
corporation in good standing under the laws of the State of Florida.
b. This Agreement has been duly authorized, executed and delivered by
the Corporation and is a valid and binding Agreement on its part.
c. The Corporation's performance under this Agreement and consummation
of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Corporation is a party or by which it is bound, or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Corporation or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.
d. The Managing Dealer is duly registered pursuant to the provisions
of the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.
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e. The Managing Dealer is familiar with the requirements under the
Act and confirms that it will comply therewith.
f. The Managing Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Managing Dealer sells a Note or Notes hereunder.
g. The Managing Dealer acknowledges that the Notes will be offered
and sold pursuant to the Registration Statement.
3. On becoming a Managing Dealer and in offering and selling the Notes,
you agree to comply with all applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934. You further represent:
a. The Managing Dealer is duly organized and validly existing as a
corporation in good standing under the laws of the State of Florida.
b. This Agreement has been duly authorized, executed and delivered by
the Managing Dealer and is a valid and binding Agreement on its part.
c. The Managing Dealer's performance under this Agreement and
consummation of the transactions herein contemplated will not result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, or other Agreement or
instrument to which the Managing Dealer is a party or by which it is bound, or
any order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Managing Dealer or any of its properties; and no other
consent, approval, authorization or action is required for consummation of the
transactions herein contemplated.
d. The Managing Dealer is duly registered pursuant to the provisions
of the Securities Exchange Act of 1933 as a broker/dealer, is a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"), and
is duly registered as a broker/dealer in such states as it is required in order
to carry out its obligations as contemplated by this Agreement.
e. The Managing Dealer is familiar with the requirements under the
Act and confirms that it will comply therewith.
f. The Managing Dealer shall maintain in its files such documents as
are necessary to demonstrate the suitability of each investor to whom the
Managing Dealer sells a Note or Notes hereunder.
g. The Managing Dealer acknowledges that the Notes will be offered
and sold pursuant to the Registration Statement.
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4. Subject to the terms and conditions herein set forth, the Managing
Dealer agrees to use its best efforts during the subscription period, as stated
in the Registration Statement, to sell as Managing Dealer, such number of Notes
as permitted by the Corporation at the stated offering price, and in accordance
with the provisions of SEC Rule 15c2-4 to cause all funds received for the sale
of a Note to be promptly deposited with the Corporation upon the receipt of the
executed Subscription Agreement and related funds by the Managing Dealer by or
before noon of the next business day following the sale of said Notes. The
Corporation shall pay the following to the Managing Dealer: seven percent (7%)
of the sales price of the Notes sold; up to one-half percent (.5%) of the sales
price of each Note sold for actual due diligence expenses; and one percent (1%)
of the sales price of each Note sold as a Non-Accountable Expense Allowance, all
of which may be reallowed to the Participating Dealers. In addition, the
Corporation shall pay the Managing Dealer a Managing Dealer Fee of two percent
(2%) of the price of each Note sold. The compensation shall be payable within
five (5) business days of the receipt of subscription proceeds. During the
subscription period, the Managing Dealer shall obtain from each subscriber for
Notes an executed Subscription Agreement in the form set forth in the
Registration Statement, and shall deliver the Subscription Agreement to the
Corporation. The Managing Dealer shall retain on behalf of the Corporation, a
copy of the Subscription Agreement, submitted by each subscriber, and shall
maintain an accurate record of the name and address of each subscriber, the
number of Notes subscribed for, and the date and amount of each subscription
within five (5) business days after receipt, subject to the maximum limits on
the number of Notes being sold. If a subscription is not expressly rejected by
written notice to the subscriber with five (5) business days, the subscription
shall be deemed accepted.
5. The Managing Dealer agrees that the Notes are available for offer and
sale only to bona fide residents of such states as are authorized by the
Managing Dealer, and further agrees that no offer or sale of Notes will be made
to any persons other than residents of those states.
6. The Corporation agrees to furnish the Managing Dealer with the
Registration Statement and any other information or documentation required by
the Managing Dealer to determine the adequacy and the accuracy of the
disclosures made in the Registration Statement.
7. The Managing Dealer shall offer the Notes for sale upon the terms and
conditions set forth in the Registration Statement, including, without
limitation, that it will limit the offering of the Notes to persons who it has
reasonable grounds to believe meet the suitability requirements set forth in the
Registration Statement. The Managing Dealer shall offer and sell the Notes
directly to retail purchasers. The Managing Dealer agrees to comply with
Sections 8, 24, 25 and 36 of Article III of the NASD Rules of Fair Practice.
8. No person is authorized to act as agent for the Corporation, or
otherwise to act on behalf of the Corporation, in offering or selling the Notes
to the public or otherwise.
9. The Managing Dealer shall not be under any liability for or in respect
of the value, validity or form of the Notes, or delivery of the certificates for
the Notes, or the performance by anyone of any agreement on his part, or the
qualification of the Notes for sale under the laws of any jurisdiction, or for
or in respect of any matter connected with this Agreement, except for lack
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of good faith and for obligations expressly assumed by the Managing Dealer in
this Agreement. The foregoing provision shall not be deemed a waiver of any
liability imposed under the Securities Act of 1933.
10. This Agreement shall become effective upon the execution thereof by
the parties hereto. Either party may terminate this Agreement for a willful
violation by the other party of any securities or other law, upon ten (10) days
written notice being given to the other party. This Agreement may also be
terminated by a written instrument signed by the parties thereto.
11. All notices, requests and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed,
certified mail, return receipt requested, as follows:
a. As to the Corporation:
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b. As to the Managing Dealer:
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12. This Agreement shall be binding upon and inure solely to the benefit
of the Corporation and the Managing Dealer and their respective heirs,
executors, administrators, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Notes from the Managing Dealer shall be deemed a successor or assign
by reason merely of such purchase.
13. The respective representations, warranties and covenants of the
Managing Dealer and the Corporation herein and the indemnities contained herein
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Managing Dealer or the Corporation
within the meaning of the Act and shall survive delivery of the Notes.
14. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
15. This Agreement may be amended, modified or supplemented only by a
written instrument signed by the parties hereto. Any purported oral amendment,
modification or supplement shall be void.
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16. This Agreement constitutes the entire Agreement between the parties
hereto and the parties shall not be bound by any promises, representations or
agreements except as are herein expressly set forth.
WITNESSES: Southern Capital Securities, Inc.,
a Florida corporation
By:
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--------------------------- "Managing Dealer"
Sterling Financial Services of Florida - I,
--------------------------- Inc., a Florida corporation
By:
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Its:
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"Corporation"
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