EXHIBIT 1(b)
500,000 UNITS
(Each Unit Consisting of One Share of
Series A Convertible Cumulative Redeemable Preferred Stock
and One Common Stock Purchase Warrant)
HUNGARIAN BROADCASTING CORP.
SELECTED DEALER AGREEMENT
Dated: December , 1996
Dear Sirs:
We, as the Underwriter named in the prospectus mentioned below (the
"Underwriter"), have agreed, subject to the terms and conditions of the
Underwriting Agreement (the "Underwriting Agreement"), to purchase from
Hungarian Broadcasting Corp. (the "Company") and certain Selling
Securityholders, at the prices set forth on the cover of said prospectus, an
aggregate of 500,000 Units (The "Units"), each Unit consisting of one share of
Convertible Cumulative Redeemable Preferred Stock and one Common Stock Purchase
Warrant. The Units are more particularly described in the enclosed prospectus
(the "Prospectus"), additional copies of which will be supplied in reasonable
quantities upon request.
We, as the Underwriter, are offering a part of the Units for sale to
selected dealers (the "Selected Dealers"), among whom we are pleased to include
you, at the public offering prices, less concessions in the amounts set forth in
the Prospectus under "Underwriting". This offering is made subject to delivery
of the Units and their acceptance by the Underwriter, to the approval of various
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 prices, except as herein otherwise provided and
except that a reallowance from such public offering prices 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 Units
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 prices and will
abide by the conditions with
respect to foreign banks, dealers and institutions set forth in the confirmation
below.
We may, and any Selected Dealer may, with our consent, buy Units from, or
sell Units to, any other Selected Dealer at the public offering prices less all
or any part of the concessions.
You agree to pay us on demand an amount equal to the concessions on any
Units purchased by you hereunder which, prior to the termination of this
Agreement, we may purchase or contract to purchase or which may be delivered
against purchase contracts made by us 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.
We have been advised by the Company that a Registration Statement for the
Units, filed under the Units 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 and the Selling Securityholders) you will comply with
the applicable requirements of the Units Act of 1933 and of the Units Exchange
Act of 1934. No person is authorized by the Company or by the Underwriter 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 the Underwriter in offering Units to the public or otherwise.
Nothing contained herein shall constitute the Selected Dealers partners with the
Underwriter 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 Underwriter, 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. We shall be under no obligation to you except for obligations
expressly assumed by us in this Agreement.
We have been authorized to overallot in arranging for sales of the Units
to the Selected Dealers, to purchase and sell Units for long or short account
and to stabilize or maintain the market prices of the Units.
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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
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.
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 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.
By
--------------------------------
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X.X. Xxxxxxx & Co., Inc.
0 Xxxxxxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We hereby confirm our agreement to purchase __________ Units of Hungarian
Broadcasting 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 preliminary 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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