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EXHIBIT 1.3
800 TRAVEL SYSTEMS, INC.
1,800,000 SHARES OF COMMON STOCK AND
1,800,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS
SELECTED DEALER AGREEMENT
Dallas, Texas
________, 1997
Gentlemen:
1. First London Securities Corporation (the "Representative") and
the other Underwriters named in the Prospectus (collectively the
"Underwriters"), acting through us as the Representative, are severally
offering for sale an aggregate of 1,800,000 Shares of Common Stock (the
"Shares") and 1,800,000 Redeemable Common Stock Warrants (the "Warrants")
(collectively the "Firm Securities") of 800 Travel Systems, Inc. (the
"Company"), which we have agreed to purchase from the Company, and which are
more particularly described in the Registration Statement, Underwriting
Agreement and Prospectus. In addition, the several Underwriters have been
granted an option to purchase from the Company up to an additional 270,000
Shares and an additional 270,000 Warrants (the "Option Securities") to cover
over-allotments 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 several Underwriters are more particularly described in the
Prospectus.
2. The Securities are to be offered to the public by the several
Underwriters at the price per Share and price per Warrant 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. Some or all of the several Underwriters are severally
offering, subject to the terms and conditions hereof, 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 and/or $________ per Warrant payable as hereinafter provided, out of
which concession an amount not exceeding $_________ per Share and/or
$__________ per Warrant may
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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 of the NASD Conduct
Rules as that Rule applies to non-member foreign dealers. Some or all of the
Underwriters may be included among the Selected Dealers. Each of the
Underwriters has agreed that, during the term of this Agreement, it will be
governed by the terms and conditions hereof whether or not such Underwriter is
included among the Selected Dealers.
4. First London Securities Corporation shall act as
Representative on behalf of the Underwriters and shall have full authority to
take such action as we 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 telefax or
telegraph at the offices of First London Securities Corporation, 0000 Xxxxx
Xxxxxx, Xxxxxx, Xxxxx 00000, facsimile (000) 000-0000. 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 Agreement.
6. The privilege of subscribing for the Securities is extended to
you only on behalf of such of the Underwriters, if any, as 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 re-offered 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 accounts of the several
Underwriters 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 the account of any Underwriter 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 over-allotted for the account of one or
more of the Underwriters, you will, forthwith upon our request, grant
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to us for the account or accounts of such Underwriter or Underwriters 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 respective Underwriters
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 over-allot.
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 neither we nor any of the Underwriters 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.
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12. No Selected Dealer is authorized to act as our agent or as
agent for the Underwriters, or otherwise to act on our behalf or on behalf of
the Underwriters, 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 Underwriters, 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 and the several Underwriters 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 Underwriters in this Agreement
and no obligation on our part shall be implied here from. 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 First London Securities
Corporation, 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000, by wire transfer to the
account of the Representative or by a certified or official bank check in
current New York Clearing House funds, payable to the order of First London
Securities Corporation, as Representative, 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
First London Securities Corporation, 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000,
Attention: Xxxxxxx Xxxxxxx. Notices to you shall be deemed to have been duly
given if telephoned, telefaxed, telegraphed or mailed to you at the address to
which this letter is addressed.
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16. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas 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 this letter enclosed herewith, even
though you may have previously advised us thereof by telephone or telegraph.
Our signature hereon may be by facsimile.
Very truly yours,
FIRST LONDON SECURITIES CORPORATION As
Representative of the Several
Underwriters
By:
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Authorized Officer
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Xxxxxxx Xxxxxxx, President
First London Securities Corporation
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
We hereby subscribe for _____________ Shares and/or __________
Warrants of 800 Travel Systems, Inc. in accordance with the terms and
conditions stated in the foregoing Selected Dealer Agreement. We hereby
acknowledge receipt of the Prospectus referred to in the Selected Dealer
Agreement. We further state that in purchasing said Shares and/or Warrants 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 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 such Conduct Rules, and to comply with Rule 2420
thereof, 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: , 1997
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