EXHIBIT 1.1
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SELECTED
DEALER AGREEMENT
_________________________, 1998
Gentlemen:
Northwood Services, Inc., a Pennsylvania corporation (the "Company") hereby
confirms our agreement with you as follows:
1. Description of the Offering. The Company contemplates offering to the
public 1,000,000 shares of its no par value Common Stock (the "Stock") at an
offering price of $6.00 per share.
2. Representations and Warranties of the Company. The Company represents
and warrants to you that:
(a) On or about _________________________, the Company filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), a registration
statement on Form S-1, (SEC File No. 33 _________D) including a
preliminary Prospectus, a copy of which is furnished to you herewith,
relating to the offering, and may file with the commission on or
before the effective date of the Registration Statement an amendment
or amendments thereto. As used herein the term "Registration
Statement: shall, except where the context otherwise requires, mean
said Registration Statement (and all exhibits thereto) as amended by
all amendments filed prior to its effective date, and the term
"Prospectus" shall, except where the context otherwise requires, means
the final prospectus filed with the Commission upon the effectiveness
of the Registration Statement.
(b) When the Registration Statement becomes effective and at all times
subsequent thereto during the period of the offering thereunder, the
Registration Statement and the Prospectus will contain all material
statements which are required to be made therein in accordance with
the Act and the Rules and Regulations of the Commission thereunder
(the "Rule and Regulations"), and will in all material respects,
conform to the requirements of the Act and the rules and Regulations;
and at such times neither the Registration statement nor the
Prospectus will include any untrue statement of material fact or omit
to state any material fact required to be stated therein or necessary
to make the statements herein not misleading; and
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(c) The balance sheet of the Company set forth in the Prospectus will
fairly present the financial condition of the company as of the date
indicated, in conformity with generally accepted accounting
principles, and the independent public accountants whose certificate
with respect thereto is included therein are independent public
accountants within the meaning of the Act the Rules and Regulations.
3. Appointment of Agent.
(a) On the basis of the representations and warranties and subject to
the terms and conditions herein set forth, the Company hereby appoints
you its nonexclusive agent to offer to the public the opportunity to
purchase the Units in accordance with the Prospectus, and you agree to
use your best efforts to this end. Purchase of the shares shall be
evidenced by your normal order slips. It is understood that no
subscription shall be regarded as effective unless it is accompanied
by full payment to the company and until accepted by the Company, as
more fully set forth herein.
(b) You are hereby allocated up to __________________ of the shares
for sale within 90 days, unless extended for an additional 90 days by
the Company from the date the Registration Statement has become
effective. However, the Company reserves the right to reduce this
amount at any time by delivering written notice to you.
(c) You hereby agree to deliver to _______________________, (the
"Escrow Agent"), by 12:00 noon of the next business day following
receipt thereof, all proceeds from the sale of the Units in the Public
Offering at an initial public offering of $6.00 per share, together
with a written account for each sale, which account shall set forth,
among other things, the names and addresses of the purchasers, the
number of shares purchased by each, the amount paid therefore, and
whether the consideration received is in the form of cash or evidenced
by a check. All cashier's checks, checks or other negotiable
instruments shall be made payable to the Escrow Agent.
(d) The offering is conditional upon all of the shares being sold
(1,000,000 shares). All amounts received by the company will be placed
in Escrow with Mellon Bank under an escrow agreement until 1,000,000
shares are sold. If 1,000,000 shares are not sold within 90 days of
the date of the Registration Statement becomes effective, unless
extended for an additional 90 days by the Company, the offering will
be terminated, and all amounts in escrow will be returned without
interest. A copy of the escrow agreement is provided to you herewith.
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(e) (1) You will be entitled to receive from the Company, as a
commission for services as agent in the offering of the shares, 10% of
the principal amount of shares sold by you. All money received from
sale of the shares will be forwarded to the Company's escrow agent in
accordance with the terms thereof; and commissions will be paid
directly by the Company.
(2) For each ten shares sold, you will be entitled to purchase for
$.001 a warrant to purchase one share of common stock of the company
at $7.20 per share for a period of two years from the effective date
of the registration statement.
4. Particular Agreements of the Company.
(a) The Company will deliver to you one copy of the Registration
Statement as originally filed on Form S-1 and of all amendments
thereto. The Company will also deliver to you, as soon as practicable
after the Registration Statement becomes effective and from time to
time thereafter, such number of copies of the Prospectus as you may
reasonably request.
(b) The Company will use its best efforts to cause the Registration
Statement to become and remain effective during the period of the
offering thereunder. The Company will immediately advise you by
telephone, confirming such advice in writing (i) when notice is
received from the Commission that the Registration Statement has
become or will become effective (ii) of any order suspending the
effectiveness of the Registration Statement or of any proceedings or
examination under the Act, as soon as the Company is advised thereof,
and (iii) of any order or communication of any public authority
addressed to the Company suspending or threatening to suspend
registration or qualification of the offering in those states where
such authority has jurisdiction.
(c) During the period of the offering under the Registration
Statement, if any event affecting the Company shall occur which, in
the opinion of your counsel and counsel for the Company, would be set
forth in a supplement to or an amendment of the Prospectus, the
Company will forthwith at its own expense prepare and furnish to you a
reasonable number of copies of a supplement or amendment to the
Prospectus so that the Prospectus, as so supplemented or amended, will
not contain an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they are made,
no misleading.
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(d) The Company will provide you or your duly authorized
representative access to and the right of inspection of all books,
records and physical facilities during the period of this Agency
Agreement.
(e) The Company will use its best efforts to qualify the offering at
its expense under the securities or Blue Sky Laws of the following
states or jurisdictions: New York, Pennsylvania, Colorado, Florida,
and such other states as may be selected by the Company, and to
continue such qualification in effect so long as required for the
purpose of the distribution of the Units.
(f) Whether or not the transactions contemplated by this Agency
Agreement shall be consummated, the Company will pay or cause to be
paid all expenses incident without limitation all expenses in
connection with the preparation, printing, filing and reasonable
distribution of the Registration Statement, any preliminary Prospectus
and the Prospectus, the bringing of this Agency Agreement, qualifying
the offering for the sale under the Securities or Blue Sky Laws of
those states listed in Section 4(e) above (including counsel fees and
disbursements) and all taxes and other expenses in connection with the
offering.
5. Condition of Your Obligation. Your obligation to distribute copies of
the Prospectus and to solicit the execution by prospective Subscribers of forms
of Subscriptions Agreements shall be subject to the accuracy of the
representations and warranties contained in Section 2 hereof, to performance by
the Company of its obligations hereunder, and to the following conditions:
(a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness thereof shall have been issued and
no proceedings therefore shall have been commenced by the Commission.
(b) The Stock shall be qualified as provided in Section 4(e) and each
qualification shall be in effect and not subject to any stop order or
other proceeding on the effective state of the Registration Statement.
The Company will provide a "Blue Sky Memorandum" to you listing the
status of each such qualification as of the effective date of the
Registration Statement. The Company will provide an amendment of the
Blue Sky Memorandum to you at such times as is necessary.
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6. Indemnification.
(a) The Company agrees to indemnify and hold harmless you and each
person, if any, who controls you within the meaning of Section 15 of
the Act and their respective successors (hereinafter in this Section
separately and collectively referred to as the "defendants") against
any and all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation) against, out of, or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement of Prospectus,
or in any amendment or supplement thereto, or arising out of or based
upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading (except insofar as such losses, claims, damages
or liabilities arise out of or are based upon any such untrue
statement or omission or allegation thereof which has been included
herein in reliance upon and in conformity with information furnished
to the Company by or on behalf of the defendants expressly for use in
connection therewith). If any action shall be brought against any
defendant in respect of which indemnity may be sought from the Company
pursuant to the provisions of the preceding paragraph, such defendant
shall promptly notify the Company in writing, and the Company shall
assume the defense thereof, including the employment of counsel,
(which shall be satisfactory to such defendant) and the payment of all
expenses. Any defendant shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
defendant unless (i) the employment thereof has been specifically
authorized by the Company in writing or (ii) the Company has failed to
assume such defense and to employ counsel.
7. Representations and Warranties of the Agent. You represent and warrant
to the Company that:
(a) You are registered as a broker-dealer with the Commission, are a
member in good standing with the National Association of Securities
Dealers, Inc., are registered as a broker-dealer in the states and
jurisdictions listed in Section 4(e) (or in such states and
jurisdictions as you intend to solicit and accept subscriptions for
the Units) and will supervise all activities of your Registered
Representatives in connection with the offer of the Units to the
Public.
(b) There is not now pending or, to your knowledge, threatened against
you any action or proceeding of which you have been advised, whether
in any court or before the Commission or any state securities
commission, concerning your activities as a broker or dealer.
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(c) You have undertaken to comply with all requirements of Sections 8,
24, 25, 36, or Article III of the Rules of Fair Practice.
(d) You will not reallow commissions to any non-member broker/dealer,
inducing foreign broker/dealers registered pursuant to the Securities
and Exchange Act of 1935.
8. Certain Agreements of the Agent. It is understood and agreed that you
are not authorized to make any representations other than those contained in the
Prospectus or to act as the agent of the Company or for the Company in any other
capacity except as expressly set forth herein. In acting as agent hereunder, you
agree (a) only to make use of the Prospectus or such other material as may be
supplied for the purpose by the Company; (b) to deliver a copy of the definitive
Prospectus at least 48 hours prior to mailing a confirmation of such sale; and
(c) to offer to persons the opportunity to subscribe for the Units only in those
states listed in Section 4(e) above as confirmed by the Blue Sky Memorandum and
by such persons and in such manner as shall be permitted by the laws of those
states.
9. Terms. This Agency Agreement shall continue in effect until the offering
of Stock is fully subscribed or until 90 days (unless extended for an additional
90 days by the Company) after the Registration Statement becomes effective,
unless sooner terminated pursuant to the provisions of Section 3(b) or 5 hereof.
10. Notices. All notices or other communications hereunder shall be in
writing and shall be mailed, telegraphed or delivered and confirmed to you at
the Company:
11. Miscellaneous. This Agency Agreement shall be governed by the laws of
Pennsylvania and shall inure to the benefit of and be binding upon the
successors of the Company and you. Nothing expressed or mentioned in this Agency
Agreement is intended or shall be construed to give any person or corporation
other than the parties hereto and their successors, and the controlling persons
and directors and officers referred to in Section 6 hereof, any legal or
equitable right, remedy or claim under or in respect of this Agency Agreement or
any provision hereof. The terms "successors" shall not include any participant
merely by his being a party to an Agreement. This Agency Agreement may not be
amended or modified, except by written instrument signed by both parties hereto.
In the foregoing expresses our agreement to you, kindly confirm by signing the
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acceptance on the enclosed counterpart hereof and return the same to us,
whereupon this letter and your acceptance shall become and constitute a binding
agreement between the Company and you in accordance with its terms.
Very truly yours,
Northwood Services, Inc.
By:
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The foregoing Agency Agreement is hereby confirmed and accepted as of the
date first above written.
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(Broker/Dealer)
By:
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Authorized Officer
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