Exhibit 1(a)
800,000 UNITS
EUROWEB INTERNATIONAL CORP.
(EACH UNIT CONSISTING OF
ONE SHARE OF SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK
AND ONE COMMON STOCK PURCHASE WARRANT)
SELECTED DEALER AGREEMENT
Dat , 1998
Dear Sirs:
The Underwriters named in the prospectus mentioned below (the
"Underwriters") have severally agreed, subject to the terms and conditions of
the Underwriting Agreement (the "Underwriting Agreement"), to purchase from
EuroWeb International Corp. (the "Company") at the price set forth on the cover
of said prospectus, an aggregate of 800,000 Units (the "Units"). The Units are
more particularly described in the enclosed prospectus (the "Prospectus"),
additional copies of which will be supplied in reasonable quantities upon
request.
Some or all of the Underwriters are severally offering a part of the Units
for sale to selected dealers (the "Selected Dealers"), among whom they are
pleased to include you, at the public offering price, less a concessions in the
amount set forth in the Prospectus under "Underwriting". This offering is made
subject to delivery of the Units and their acceptance by the Underwriters, to
the approval of all legal matters by counsel, and to the terms and conditions
herein set forth and may be made on the basis of the reservation of Units or an
allotment against subscription.
We have advised you by telegram of the method and terms of the offering.
Acceptances should be sent to X.X. Xxxxxxx & Co., Inc., 0 Xxxxxxx Xxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000. We reserve the right to reject any acceptances in
whole or in part.
Any of the Units purchased by you hereunder are to be offered by you to
the public at the public offering price, except as herein otherwise provided
and except that a reallowance from such public offering price of not in excess
of the amount set forth in the Prospectus under "Underwriting" may be allowed
to dealers who are members in good standing of the National Association of
Securities Dealers, Inc., or foreign banks, dealers or institutions not
eligible for membership in said Association who represent to you that they will
promptly reoffer such Units to unrelated persons at the public offering price
and will abide by the conditions with respect to foreign banks, dealers and
institutions set forth in the confirmation below.
We, acting as Representative, and, with our consent, any Underwriter may
buy Units from, or sell Units to, any Selected Dealer or any other Underwriter,
and any Selected Dealer may buy Units from, or sell Units to, any other
Selected Dealer or any Underwriter at the public offering price less all or any
part of the concession.
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You agree to pay us on demand for the accounts of the several Underwriters
an amount equal to the concession on any Units purchased by you hereunder
which, prior to the termination of this Agreement, we may purchase or contract
to purchase for the account of any Underwriter or which may be delivered
against purchase contracts made prior to the termination of this Agreement.
Units purchased by you hereunder shall be paid for on such date as we
shall determine, on one day's notice to you, by certified or official bank
check payable in New York Clearing House funds to the order of X.X. Xxxxxxx &
Co., Inc., 0 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other
place as instructed. Delivery to you of certificates for Units will be made as
soon as is practicable thereafter. Unless specifically authorized by us,
payment by you may not be deferred until delivery of certificates to you.
The Underwriters have been advised by the Company that a Registration
Statement for the Units, filed under the Securities Act of 1933, has become
effective. You agree that in selling Units purchased pursuant hereto (which
agreement shall also be for the benefit of the Company) you will comply with
the applicable requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934. No person is authorized by the Company or by the
Underwriters to give any information or make any representations not contained
in the Prospectus in connection with the sale of Units. You are not authorized
to act as agent for the Company or any of the Underwriters in offering Units to
the public or otherwise. Nothing contained herein shall constitute the Selected
Dealers partners with any of the Underwriters or with one another.
Upon application to us, we will inform you as to the advice we have
received from counsel concerning the jurisdictions in which Units have been
qualified for sale or are exempt under the respective securities or blue sky
laws of such jurisdictions, but we have not assumed and will not assume any
obligation or responsibility as to the right of any Selected Dealer to sell
Units in any such jurisdiction.
As Representative, we shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. Neither we, acting as Representative, nor any of the
Underwriters shall be under any obligation to you except for obligations
expressly assumed by us in this Agreement.
Each of the Underwriters has authorized us to overallot in arranging for
sales of the Units to the Selected Dealers and to purchase and sell Units for
long or short account and has also authorized us to stabilize or maintain the
market prices of the Units.
You agree, upon our request, at any time or times prior to the termination
of this Agreement, to report to us the number of Units purchased by you
pursuant to the provisions hereof which then remain unsold.
Selected Dealers will be governed by the conditions herein set forth until
this Agreement is terminated. This Agreement will terminate at the close of
business on the 30th day after the date hereof but, in our discretion, may be
extended by us for a further period not exceeding 30 days and in our
discretion, whether or not extended, may be terminated at any earlier time.
Notwithstanding
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the termination of this Agreement, you shall remain liable for your
proportionate amount of any claim, demand or liability which may be asserted
against you alone, against you together with other dealers purchasing Units
upon the terms hereof, or against us, based upon the claim that the Selected
Dealers, or any of them, constitute an association, an unincorporated business
or other entity.
This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, and you consent and
will submit to the jurisdiction of the courts of the State of New York and of
any federal court sitting in the City of New York with respect to controversies
arising under this Agreement.
In the event that you agree to purchase Units in accordance with the terms
hereof, kindly confirm such agreement by completing and signing the form
provided for that purpose on the enclosed duplicate hereof and returning it to
us promptly, even though you may have previously advised us of your acceptance
by telephone or telegraph.
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All communications from you should be addressed to X.X. Xxxxxxx & Co.,
Inc., 0 Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any notice from us to you
shall be deemed to have been fully authorized by the Underwriters and to have
been duly given if mailed or telegraphed to you at the address to which this
letter is mailed.
Very truly yours,
X.X. XXXXXXX & CO., INC.
As Representative of the several
Underwriters
By _________________________
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X.X. Xxxxxxx & Co., Inc.
As Representative of the several Underwriters
0 Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We hereby confirm our agreement to purchase ___________ Units of EuroWeb
International Corp. allotted to us subject to the terms and conditions of the
foregoing agreement and your telegram to us referred to therein. We hereby
acknowledge receipt of the Prospectus relating to the Units, and we confirm
that in purchasing Units we have relied upon no statements whatsoever, written
or oral, other than the statements in such Prospectus. We have made a record of
our distribution of xxxxx xxxxxx prospectuses and, when furnished with copies
of any revised preliminary prospectus, we have promptly forwarded copies
thereof to each person to whom we had theretofore distributed preliminary
prospectuses. We hereby represent that we are a member in good standing of the
National Association of Securities Dealers, Inc. and agree to comply with the
Rules of Fair Practice of said Association, and in particular, Sections 8, 24,
25 and 36 of Article III thereof, or, if we are not such a member, we are a
foreign bank, dealer or institution not eligible for membership in said
Association and agree to make no sales within the United States, its
territories or possessions or to persons who are citizens thereof or residents
therein, and in making any sales to comply with said Association's Rules and
Interpretations to the extent applicable to us.
................................
Name of Selected Dealer
By .............................
(Authorized Signature)
................................
(Print name and title)
Address:
.................................
.................................
Dated as of the date first above written.
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