EXHIBIT 1.02
ORGANIC FOOD PRODUCTS
1,200,000 Shares
SELECTED DEALER AGREEMENT
__________________, 1997
Dear Sirs:
Sentra Securities Corporation, a California corporation, and Spelman
& Co., Inc., a California corporation, and the other Underwriters named in
the Prospectus relating to the above shares (the "Underwriters"), acting
through us as Representatives, is severally offering for sale an aggregate of
1,200,000 Shares (the "Firm Shares") of common stock ("Common Stock") of
Organic Food Products (the "Company") at a price of $5.00 per Share. In
addition, the several Underwriters have been granted an option to purchase
from the Company up to an additional 180,000 Shares (the "Option Shares") to
cover over-allotments in connection with the sale of the Firm Shares. The
Firm Shares and any Option Shares purchased are herein called the "Shares".
The Shares and the terms under which they are to be offered for sale by the
several Underwriters are more particularly described in the Prospectus.
The Underwriters are offering the Shares pursuant to a Registration
Statement (the "Registration Statement") under the Securities Act of 1933, as
amended, subject to the terms of (a) their Underwriting Agreement with the
Company, (b) this Agreement, and (c) the Representatives' instructions which
may be forwarded to the Selected Dealers from time to time. This invitation
is made by the Representatives only if the Shares may be lawfully offered by
dealers in your state. The terms and conditions of this invitation are as
follows:
1. OFFER TO SELECTED DEALERS. The Representatives are hereby
soliciting offers to buy, upon the terms and conditions hereof, a portion of
the Shares from Selected Dealers who are to act as principal. Shares are to
be offered to the public at a price of $5.00 per Share (the "Offering
Price"). Selected Dealers who are members of the National Association of
Securities Dealers, Inc. (the "NASD") will be allowed, on all Shares sold by
them, a concession of $______ payable as hereinafter provided. Selected
Dealers may reallow other dealers who are members of the NASD a portion of
that concession up to the amount of $_____ per Share with respect to Shares
sold by or through them. No NASD member may reallow commissions to any
non-member broker-dealer including foreign broker-dealers registered pursuant
to the Securities Exchange Act of 1934. This offer is solicited subject to
the Company's issuance and delivery of certificates and other documents
evidencing its Shares and the acceptance thereof by the Representatives, to
the approval of legal matters by counsel, and to the terms and conditions set
forth herein.
2. REVOCATION OF OFFER. The Selected Dealer's offer to purchase,
if made prior to the effective date of the Registration Statement, may be
revoked in whole or in part without obligation
or commitment of any kind by it any time prior to acceptance and no offer may
be accepted by the Representatives and no sale can be made until after the
Registration Statement covering the Shares has become effective with the
Securities and Exchange Commission. Subject to the foregoing, upon execution
by the Selected Dealer of the Offer to Purchase below and the return of same
to the Representatives, the Selected Dealer shall be deemed to have offered
to purchase the number of Shares set forth in its offer on the basis set
forth in Section 1 above. Any oral offer to purchase made by the Selected
Dealer shall be deemed subject to this Agreement and shall be confirmed by
the Representatives by the subsequent execution and return of this Agreement.
Any oral notice by the Representatives of acceptance of the Selected
Dealer's offer shall be 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 Dealer Agreement
shall be applicable. The Representatives may also make available to the
Selected Dealer an allotment to purchase Shares, but such allotment shall be
subject to modification or termination upon notice from the Representatives
any time prior to an exchange of confirmations reflecting completed
transactions. All references hereafter in this Agreement to the purchase and
sale of Shares assume and are applicable only if contractual commitments to
purchase are completed in accordance with the foregoing.
3. SELECTED DEALER SALES. Any Shares purchased by a Selected
Dealer under the terms of this Agreement may be immediately re-offered to the
public at the Offering Price in accordance with the terms of the offering
thereof set forth herein and in the Prospectus, subject to the securities or
blue sky laws of the various states or other jurisdictions. Shares shall not
be offered or sold by the Selected Dealers below the Offering Price. The
Selected Dealer agrees to advise the Representatives, upon request, of any
Shares purchased by it remaining unsold and, the Representatives have the
right to purchase all or a portion of such Shares, at the Public Offering
Price less the selling concession or such part thereof as the Representatives
shall determine.
4. PAYMENT FOR SHARES. Payment for Shares which the Selected
Dealer purchases hereunder shall be made by the Selected Dealer on or before
three (3) business days after the date of each confirmation by certified or
bank cashier's check payable to the Representatives. Certificates for the
securities shall be delivered as soon as practicable after delivery
instructions are received by the Representatives.
5. OPEN MARKET TRANSACTIONS; STABILIZATION.
5.1 For the purpose of stabilizing the market in the
Shares, the Representatives have been authorized to make purchases and sales
of the Company's Shares in the open market or otherwise, and, in arranging
for sales, to overallot. If, in connection with such stabilization, the
Representatives contract for or purchase in the open market any Shares sold
to the Selected Dealer hereunder and not effectively placed by the Selected
Dealer, the Representatives may charge the Selected Dealer for the accounts
of the several Underwriters an amount equal to the Selected Dealer concession
on such Shares, together with any applicable transfer taxes, and the Selected
Dealer
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agrees to pay such amount to the Representatives on demand. Certificates for
Shares delivered on such repurchases need not be the identical certificates
originally purchased.
5.2 The Selected Dealer will not, until advised by the
Representatives that the entire offering has been distributed and closed, bid
for or purchase Shares in the open market or otherwise make a market in the
Shares or otherwise attempt to induce others to purchase Shares in the open
market. Nothing contained in this section shall prohibit the Selected Dealer
from acting as an agent in the execution of unsolicited orders of customers
in transactions effectuated for them through a market maker.
6. ALLOTMENTS. The Representatives 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. If an order from a Selected
Dealer is rejected or if a payment is received which proves insufficient, any
compensation paid to the Selected Dealer shall be returned by the Selected
Dealer either in cash or by a charge against the account of the Selected
Dealer, as the Representatives may elect.
7. RELIANCE ON PROSPECTUS. The Selected Dealer agrees not to use
any supplemental sales literature of any kind without prior written approval
of the Representatives unless it is furnished by the Representatives for such
purpose. In offering and selling the Company's Shares, the Selected Dealer
will rely solely on the representations contained in the Prospectus.
Additional copies of the current Prospectus will be supplied by the
Representatives in reasonable quantities upon request.
8. REPRESENTATIONS OF SELECTED DEALER. By accepting this
Agreement, the Selected Dealer represents that it: (a) is registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended; (b) is
qualified to act as a Dealer in the States or other jurisdictions in which it
offers the Shares; (c) is a member in good standing with the NASD; (d) will
maintain all such registrations, qualifications, and memberships throughout
the term of this Agreement; (e) will comply with all applicable Federal laws
relating to the offering, including, but not limited to, Rule 15c2-8 under
the Securities Exchange Act of 1934 and Release No. 4968 under the Securities
Act of 1933 relating to delivery of preliminary and final prospectuses; (f)
will comply with the laws of the state or other jurisdictions concerned; (g)
will comply the rules and regulations of the NASD including, but not limited
to, full compliance with Rules 2100, 2730 2740, 2720 and 2750 of the Conduct
Rules of the NASD and the interpretations of such sections promulgated by the
Board of Governors of the NASD including an interpretation with respect to
"Free-Riding and Withholding" dated November 1, 1970, and as thereafter
amended; and (h) confirms that the purchase of the number of Shares it has
subscribed for and may be obligated to purchase will not cause it to violate
the net capital requirements of Rule 15c3-1 under the Exchange Act.
9. BLUE SKY QUALIFICATION. The Selected Dealer agrees that it
will offer to sell the Shares only (a) in states or jurisdictions in which it
is licensed as a broker-dealer under the laws of such states, and (b) in
which the Representatives have been advised by counsel that the Shares have
been qualified for sale under the respective securities or Blue Sky laws of
such states. The
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Representatives assume no obligations or responsibilities as to the right of
any Selected Dealer to sell the Shares in any state or as to any sale therein.
10. EXPENSES. No expenses will be charged to Selected Dealers. A
single transfer tax, if any, on the sale of the Shares by the Selected Dealer
to its customers will be paid when such Shares are delivered to the Selected
Dealer for delivery to its customers. However, the Selected Dealer will pay
its proportionate share of any transfer tax or any other tax (other than the
single transfer tax described above) if any such tax shall be from time to
time assessed against the Underwriters and other Selected Dealers.
11. NO JOINT VENTURE. No Selected Dealer is authorized to act as
the Underwriters' agent, or otherwise to act on our behalf, in the offering
or selling of Shares to the public or otherwise. Nothing contained herein
will constitute the Selected Dealers an association or other separate entity
or partners with the Underwriters, or with each other, but each Selected
Dealer will be responsible for its share of any liability or expense based on
any claim to the contrary.
12. COMMUNICATIONS. This Agreement and all communications to
the Underwriters shall be sent to the Representatives at the following
address or, if sent by facsimile, to the number set forth below:
Mr. Xxxxx Xxxxxx
Sentra Securities Corporation
0000 Xxxxxxxxx Xxxxx, Xxx. 000
Xxx Xxxxx, XX 00000
Fax No. (000) 000-0000
Any notice to the Selected Dealer shall be properly given if mailed,
telephoned, or transmitted by facsimile to the Selected Dealer at its address
or number set forth below its signature to this Agreement. All
communications and notices initially transmitted by facsimile shall be
confirmed in writing.
13. GOVERNING LAW. This Agreement shall be governed by and
construed according to the laws of the State of California.
14. REPRESENTATIVES' AUTHORITY AND OBLIGATIONS. The
Representatives shall have full authority to take such actions as may they
deem advisable in respect of all matters pertaining to the offering or
arising thereunder. The Representatives shall not be under any liability to
the Selected Dealer, 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 the Representatives in this
Agreement, and no obligation on their part shall be implied or inferred
herefrom.
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15. ASSIGNMENT. This Agreement may not be assigned by the Selected
Dealer without the Representatives' prior written consent.
16. TERMINATION. The Selected Dealer will be governed by the terms
and conditions of this Agreement until it is terminated. This Agreement will
terminate upon the termination of the Offering.
17. COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one instrument. A copy of an executed counterpart of this
Agreement may be sent via facsimile by any party to the other party, and the
other party may deem such facsimile copy of the executed counterpart to be an
original.
18. APPLICATION. If you desire to purchase any of the Shares,
please confirm your application by signing and returning to us your
confirmation on the duplicate copy of this letter, even though you may have
previously advised us thereof by telephone or telegraph. Our signature
hereon may be by facsimile.
SENTRA SECURITIES CORPORATION
Dated: , 1997 By:
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Xxxxxxx X. Xxxxxxx, President
Dated: , 1997
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By:
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OFFER TO PURCHASE
The undersigned does hereby offer to purchase (subject to the right to
revoke set forth in Section 2) _______ Shares in accordance with the terms
and conditions set forth above.
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By:
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Its:
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Address:
Facsimile Number:
Telephone Number:
("Selected Dealer")
Date of Acceptance:
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Accepted By:
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IRS Employer Identification No.:
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Share Allocation:
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