Exhibit 1.2
GENISYS INFORMATION SYSTEMS, INC.
SELECTED DEALER AGREEMENT
New York, New York
, 1997
Dear Sirs:
1. We, as the Underwriter named in the Prospectus relating to the above company
(the "Underwriter"), are offering for sale an aggregate of 900,000 shares of
Common Stock, par value $0.0001 per share (the "Shares") and 2,400,000
Redeemable Common Stock Purchase Warrants (the "Public Warrants") of Genisys
Information Systems, Inc. (the "Company"), comprised of 1,500,000 Class A
Redeemable Warrants (the "Class A Warrants") and 900,000 Class B Redeemable
Warrants (the "Class B Warrants") (the Shares and Public Warrants are
collectively referred to as the "Firm Securities"). Each Public Warrant is
exercisable from , 1997 until , 2001. Each Class A Warrant will have an initial
exercise price of $5.75 for one (1) share of Common Stock, and each Class B
Warrant shall have an initial exercise price of $6.75 for one (1) share of
Common Stock. In addition, we, as Underwriter, have been granted an option to
purchase from the Company up to an additional 135,000 Shares and/or 225,000
Class A Warrants and 135,000 Class B Warrants (the "Option Securities") for the
purpose of covering over-allotments, if any, in the sale of the Firm Securities.
The terms under which the Firm Securities and any Option Securities are to be
offered for sale are more particularly described in the Prospectus.
2. The Shares and Public Warrants are to be offered to the public at the
prices set forth on the cover page of the Prospectus (the "Public Offering
Prices"), in accordance with the terms of offering thereof set forth in the
Prospectus.
3. We are offering, subject to the terms and conditions hereof, a portion
of the Shares and Public Warrants for sale to certain dealers who are
actually engaged in the investment banking or securities business and who
are either (i) members in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") or (ii) 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 and
its possessions or to persons who are nationals thereof or residents
therein (such dealers who shall agree to purchase Shares and Public
Warrants 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 $ per Public Warrant payable as hereinafter
provided, out of which concession an amount not exceeding $ per Share and $
per Public Warrant may be reallowed by Selected Dealers to members of the
NASD or foreign dealers qualified as aforesaid. The Selected Dealers have
agreed to comply with the provisions of Section 24 of Article III of the
Rules of Fair Practice of the NASD and, if any such dealer is a foreign
dealer and not a member of the NASD, such Selected Dealer also has agreed
to comply with the NASD's interpretation with respect to free-riding and
withholding, to comply, as though it were a member of the NASD, with the
provisions of Sections 8 and 36 of Article III of such Rules of Fair
Practice, and to comply with Section 25 of Article III thereof as that
Section applies to non-member foreign dealers.
4. We, as the Underwriter, have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the public
offering of the Shares and Public Warrants.
5. If you desire to purchase any of the Shares and Public Warrants, your
application should reach us promptly by mail, express service, telephone or
fax at 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Syndicate Department, Telephone Number (000) 000-0000, Fax Number (212)
317-9745. 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 Shares and Public Warrants allotted to you will be confirmed,
subject to the terms and conditions of this Agreement.
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6. The privilege of subscribing for the Shares and Public Warrants is
extended to you only to the extent that we may lawfully sell the Shares and
Public Warrants to dealers in your state or other jurisdiction.
7. Any Shares and Public Warrants purchased by you under the terms of this
Agreement may be immediately reoffered to the public 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.
You agree to pay us on demand an amount equal to the Selected Dealer
concession as to any Shares and Warrants purchased by you hereunder which,
prior to the termination of this paragraph, we may purchase or contract to
purchase for our account as 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 Shares and Warrants
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
Shares and Public Public Warrants 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 Shares and Public
Warrants sold or over-allotted for our account as Underwriter, you will,
forthwith upon our request, grant to us for our account as Underwriter the
right, exercisable promptly after receipt of notice from you that such
right has been granted, to purchase, at the Public Offering Prices less the
selling concessions or such part thereof as we shall determine, such number
of Shares and Public Warrants 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,
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upon the sale of the Shares and Public Warrants by us as Underwriter to you
will be paid when such Shares and Public Warrants are delivered to you.
However, you shall pay any transfer tax on sales of Shares and Public
Warrants 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 Shares and Public Warrants 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 Shares and Public
Warrants has been completed and upon telegraphic 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 telegraphic notice to you.
9. For the purpose of stabilizing the market in the Shares and Public
Warrants, we have been authorized to make purchases and sales of the Shares
and Public Warrants 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 Shares
and Public Warrants, you agree to comply with all the applicable
requirements of the Securities Act of 1933, as amended (the"1933 Act") and
the l934 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 Shares and Public
Warrants have been qualified for sale under the respective securities or
blue sky laws of such states and other jurisdictions, but we do not assume
any obligation or responsibility as to the right of any Selected Dealer to
sell the Shares or Public Warrants in any state or other jurisdiction or as
to the eligibility of the Shares or Public Warrants for sale therein. We
will, if requested, file a Further State Notice in respect of the Shares
and Public Warrants 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 our agent or as agent for us
as Underwriter, or otherwise to act on our behalf as Underwriter, in
offering or selling the Shares and Public Warrants to the public or
otherwise or to furnish any information or make any representation except
as
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contained in the Prospectus.
13. Nothing will constitute the Selected Dealers an association or other
separate entity or partner with us, 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 Shares or Public Warrants, or the delivery
of the certificates for the Shares and Public Warrants, or the performance
by anyone of any agreement on its part, or the qualification of the Shares
or Public Warrants 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 as the
Underwriter 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 Shares and Public Warrants sold to you hereunder is to
be made at the Public Offering Prices less the above-mentioned selling
concessions on such time and date as we may advise, at the office of X. X.
Xxxxx & Co., Inc., 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, X.X. 00000, by a
certified or official bank check in current New York Clearing House funds,
payable to the order of X. X. Xxxxx & Co., Inc., as Underwriter, against
delivery of certificates for the Shares and Public Warrants 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 X. X. Xxxxx & Co., Inc., 000 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, X.X. 10022, Attention: Syndicate Department.
Notices to you shall be deemed to have been duly given if telegraphed or
mailed to you at the address to which this letter is addressed.
16. If you desire to purchase any Shares and Public Warrants, 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 fax or telegraph. Our
signature hereon may be by facsimile. Very truly yours,
X. X. Xxxxx & Co., Inc.
By:_____________________
Authorized Officer
, 1997
X.X. Xxxxx & Co., Inc.
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
We hereby subscribe for Shares, Class A Redeemable Warrants and
Class B Redeemable Warrants (collectively the "Public Warrants") of GENISYS
INFORMATION SYSTEMS, INC. in accordance with the terms and conditions stated
in the foregoing letter. We hereby acknowledge receipt of the Prospectus
referred to in the first paragraph thereof relating to said Shares and Public
Warrants. We further state that in purchasing said Shares and Public 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.
(the "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 Unites States,
its territories and its possessions or to persons who are nationals thereof
or residents therein. We hereby agree to comply with the provisions of
Section 24 of Article III of the Rules of Fair Practice of the NASD, and if
we are a foreign dealer and not a member of the NASD, we also agree to comply
with the NASD's interpretation with respect to free-riding and withholding,
to comply, as though we were a member of the NASD, with provisions of Sections
8 and 36 of Article III of such Rules of Fair Practice, and to comply with
Section 25 of Article III thereof as that Section applies to non-member
foreign dealers.
By:___________________________
Authorized Officer
Address:
Date:
