EXHIBIT 1.2
PRECIS SMART CARD SYSTEMS, INC.
1,000,000 Shares of Common Stock
SELECTED DEALER AGREEMENT
Boca Raton, Florida
____________, 2000
Gentlemen:
1. Xxxxxx Xxxxx Securities, Inc. (the "Managing Underwriter") and the
other Underwriters named in the Prospectus (collectively the "Underwriters"),
acting through us, are severally offering for sale an aggregate of 1,000,000
Shares of Common Stock (the "Shares" or the "Firm Securities") of Precis Smart
Card Systems, Inc. (the "Company"), which the Underwriters 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 (or the Managing Underwriter individually) have been
granted an option to purchase from the Company up to an additional 150,000
Shares (the "Option Securities") to cover overallotments 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 is 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 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 payable as hereinafter provided, out of which concession an amount not
exceeding $ per Share may 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 thereof 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. Xxxxxx Xxxxx Securities, Inc. shall act as Managing Underwriter and
shall have full authority to take such action as it may deem advisable in
respect to all matters pertaining to the public offering of the Securities.
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5. If you desire to act as a Selected Dealer and purchase any of the
Securities, your application should reach us promptly by facsimile or letter at
the offices of Xxxxxx Xxxxx Securities, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxx,
Xxxxxxx 00000, Attention: Xxxxxx X. Xxxx. 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 Selected Dealers
Agreement (the "Agreement").
6. The privilege of subscribing for the Securities is extended to you
only on the condition that the participating Underwriters 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 reoffered 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 our account 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 overallotted for the account of one or more
of the Underwriters, you will, forthwith upon our request, grant to us for the
account or accounts of the 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. By accepting this Agreement, the Selected Dealer has assumed full
responsibility for proper training and instruction of its representatives
concerning the selling methods to be used in connection with the offer and sale
of the Company's Securities, giving special emphasis to the principles of
suitability and full disclosure to prospective investors and prohibitions
against "free-riding and withholding".
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 overallot.
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.
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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 we shall not 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.
12. No Selected Dealer is authorized to act as agent for any
Underwriter, or otherwise to act on our behalf, 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 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 herefrom. 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 Xxxxxx Xxxxx Securities, Inc.,
0000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000, Attention: Xxxxxx X. Xxxx, by
wire transfer to the account of the Managing Underwriter 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 Xxxxxx
Xxxxx Securities, Inc., 0000 Xxxx Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000,
Attention: Xxxxxx X. Xxxx. Notices to you shall be deemed to have been duly
given if telephoned, telefaxed or mailed to you at the address to which this
Agreement or accompanying Selected Dealer Letter is addressed.
16. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida 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 the Selected Dealer Letter enclosed
herewith, even though you may have previously advised us thereof by telephone,
telefax or letter. Our signature hereon may be by facsimile.
Very truly yours,
XXXXXX XXXXX SECURITIES, INC.
BY:
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Authorized Officer
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SELECTED DEALER LETTER
Xxxxxx X. Xxxx, President
Xxxxxx Xxxxx Securities, Inc.
0000 Xxxx Xxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
We hereby subscribe for Shares of Precis Smart Card Systems,
Inc. in accordance with the terms and conditions stated in the foregoing
Selected Dealers Agreement and this Selected Dealer letter. We hereby
acknowledge receipt of the Prospectus referred to in the Selected Dealers
Agreement and Selected Dealer letter. We further state that in purchasing
said Shares 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 NASD 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 the NASD
Conduct Rules, and to comply with Rule 2420 of the NASD Conduct Rules 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: ______________________, 2000
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