Exhibit 1.2
HEALTHCARE ACQISITION CORPORATION
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
Maxim Group LLC ("MAXIM") is acting as the representative of the
underwriters (the "Underwriters") in a firm commitment, underwritten offering
(the "OFFERING") to sell 8,000,000 units (the "Units")(1) of Healthcare
Acquisition Corporation (the "COMPANY") as described in the prospectus for the
Offering (the "PROSPECTUS"). Maxim is hereby inviting the entity signatory
hereto (the "SELECTED DEALER"), subject to the other terms and conditions set
forth herein and in the Prospectus, to act as a selected dealer in connection
with the Offering, and by executing this Selected Dealer Agreement (this
"AGREEMENT"), Maxim hereby approves such signatory as a Selected Dealer in
connection with the Offering.
1. This Agreement shall be effective when the registration statement
relating to the Units (and including the Prospectus) (the "REGISTRATION
STATEMENT") filed by the Company under the Securities Act of 1933, as amended
(the "ACT"), has become effective with the Securities and Exchange Commission.
The terms of the Offering and the Selected Dealer's participation therein are as
follows:
Authorized Public Offering Price: $8.00 per Unit.
Selected Dealers' Selling Concession: Not to exceed $____ per Unit payable
upon termination of this Agreement,
except as provided below. Maxim
reserves the right not to pay such
concessions on any of the Units
purchased by the Selected Dealer from
Maxim and repurchased by Maxim at or
below the price stated above prior to
such termination.
Reallowance: The Selected Dealer may reallow not in
excess of $___ per Unit as a selling
concession to dealers who are members
in good standing of National
Association of Securities Dealers,
Inc. (the "NASD") or to foreign
dealers who are not eligible for
membership in the NASD and who have
agreed: (i) not to sell the Units
within the United States of America,
its territories or possessions or to
persons who are citizens thereof or
residents therein, and (ii) to abide
by the applicable Conduct Rules of the
NASD.
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(1) Plus the over-allotment option available to the Underwriters to purchase up
to an additional 1,200,000 Units.
Delivery and Payment: Delivery of the Units shall be made on
or about ___________, 2005 or such
later date as Maxim may advise on not
less than one day's notice to the
Selected Dealer, at Maxim's principal
office located at 000 Xxxxxxxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000 or at such other place as Maxim
may advise on not less than one day's
notice to the Selected Dealer. Payment
for the Units is to be made, against
delivery, at the authorized public
offering price stated above, or, if
Maxim shall so advise, at the
authorized public offering price less
the dealers' selling concession stated
above, by a certified or official bank
check in New York Clearing House Funds
or wire transfer of immediately
available funds payable to the order
of Maxim Group LLC.
Termination: This Agreement shall terminate at the
close of business on the 45th day
following the effective date of the
Registration Statement (of which the
enclosed Prospectus forms a part),
unless extended at Maxim's discretion
for a period or periods not to exceed
in the aggregate 30 additional days.
Maxim may terminate this Agreement,
whether or not extended, at any time
and for any reason, without notice. In
addition, this Agreement shall
automatically terminate if the
Selected Dealer: (a) ceases to be a
member in good standing of the NASD,
(b) becomes subject to NASD
suspension, or (c) has its
registration as a broker-dealer under
the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT") is
terminated or suspended. Upon
termination, all rights and
obligations under this Agreement shall
cease, except rights and obligations
accrued or unsatisfied at the date of
termination.
2. Any of the Units purchased by the Selected Dealer hereunder are
to be offered by the Selected Dealer to the public at the public offering price,
except as herein otherwise provided and except that a reallowance from such
public offering prices not in excess of the amount set forth on the first page
of this Agreement may be allowed as consideration for services rendered in
distribution to dealers that: (a) are actually engaged in the investment banking
or securities business; (b) execute the written agreement prescribed by Rule
2740 of the NASD Conduct Rules; and (c) are either members in good standing of
the NASD or foreign banks, dealers or institutions not eligible for membership
in the NASD that represent to the Selected Dealer that they will promptly
reoffer such Units at the public offering price and will abide by the conditions
set forth in paragraph 8 below.
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3. By its signature hereto, the Selected Dealer agrees that: (a)
upon effectiveness of the Registration Statement and receipt of the Prospectus,
to take up and pay for the number of Units allotted and confirmed to the
Selected Dealer by Maxim, (b) not to use any of the Units to reduce or cover any
short position of the Selected Dealer, (c) upon Maxim's request, to advise Maxim
of the number of Units purchased from Maxim remaining unsold by the Selected
Dealer and to resell to Maxim any or all of such unsold Units at the public
offering prices stated above, less all or such part of the concession allowed
the Selected Dealer as Maxim may determine, and (d) to make available a copy of
the Prospectus to all persons who on behalf of the Selected Dealer will solicit
orders for the Units prior to the making of such solicitations by such persons.
The Selected Dealer is not authorized to give any information or to make any
representations other than those contained in the Prospectus or any supplements
or amendments thereto.
4. As contemplated by Rule 15c2-8 under the Exchange, Maxim agrees
to mail a copy of the Prospectus to any person making a written request therefor
during the period referred to in the rules and regulations adopted under the
Exchange Act, the mailing to be made to the address given in the request. The
Selected Dealer confirms that it has received and reviewed the Prospectus and
delivered all preliminary prospectuses and revised preliminary prospectuses, if
any, required to be delivered under the provisions of Rule 15c2-8 and agrees to
deliver all copies of the Prospectus required to be delivered thereunder. The
Selected Dealer acknowledges that Maxim has heretofore delivered to the Selected
Dealer such preliminary prospectuses as have been required by the Selected
Dealer, receipt of which is hereby acknowledged, and will deliver reasonable
quantities of additional prospectuses (any supplements or amendments thereto) as
may be reasonably requested by the Selected Dealer.
5. The Selected Dealer agrees that until termination of this
Agreement, the Selected Dealer will not make purchases or sales of the Units
except: (a) pursuant to this Agreement, (b) pursuant to written authorization
received from Maxim, or (c) in the ordinary course of business as broker or
agent for a customer pursuant to any unsolicited order.
6. The Units are offered by Maxim for delivery when, as and if sold
to, and accepted by, Maxim and subject to the terms herein and in the Prospectus
or any supplements or amendments thereto, to Maxim's right to vary the
concessions and terms of the Offering after their release for public sale, to
approval of counsel as to legal matters and to withdrawal, cancellation or
modification of the offer without notice.
7. Upon written application to Maxim, the Selected Dealer shall be
informed as to the jurisdictions under the securities or blue sky laws of which
Maxim believes the Units are eligible for sale, but Maxim assumes no
responsibility as to such eligibility or the right of the Selected Dealer or any
other selected dealers in the Offering to sell any of the Units in any
jurisdiction. Maxim has caused to be filed a Further State Notice relating to
such of the Units to be offered to the public in New York in the form required
by, and pursuant to, the provisions of Article 23A of the General Business Law
of the State of New York. Upon the completion of the Offering, the Selected
Dealer agrees to promptly furnish to Maxim, upon request, territorial
distribution reports setting forth each jurisdiction in which sales of the Units
were made by the Selected Dealer, the number of Units sold in such jurisdiction,
and any further information Maxim may request in order to permit Maxim to file
on a timely basis any report that Maxim, as the representative of the
Underwriters or manager of the selected dealers in the Offering, may be required
to file pursuant to the securities or blue sky laws of any jurisdiction.
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8. By its signature hereto, as a condition of the approval by Maxim
of the Selected Dealer as such, the Selected Dealer confirms that it is either:
(a) a member in good standing of the NASD and that it is currently registered as
a dealer under the Exchange Act or (b) a foreign dealer that has agreed (i) not
to sell the Units within the United States of America, its territories or
possessions or to persons who are citizens thereof or residents therein, and
(ii) to abide by the applicable Conduct Rules of the NASD. The Selected Dealer
hereby agrees to comply with the provisions of Rule 2810 of the Rules of Fair
Practice of the NASD. In addition, the Selected Dealer hereby agrees to comply
with the provisions of Rules 2710, 2420, 2730, 2740 and 2750 of the Rules of
Fair Practice of the NASD to the extent such sections are applicable to the
Selected Dealer's activities in connection with the Offering, as well as all
other applicable federal, state and foreign laws, rules and regulations,
including, without limitation, those relating to money laundering.
9. The Selected Dealer agrees that it shall act solely as an
independent contractor under this Agreement. Nothing herein shall be deemed to
create any partnership, joint venture or other association or entity between
Maxim and the Selected Dealers; provided, however, that the Selected Dealer
agrees, notwithstanding any prior settlement of accounts or termination of this
Agreement, to bear its proper proportion of any tax or other liability based
upon the claim that the selected dealers in the Offering constitute a
partnership, joint venture or other association or entity and a like share of
any expenses of resisting any such claim.
10. Maxim shall be the managing underwriter of the Offering and the
manager of all of the selected dealers of the Offering (including the Selected
Dealer) and shall have full authority to take such action as it may deem
advisable in respect of all matters pertaining to the Offering or such selected
dealers or any one of them. Except as expressly stated herein, or as may arise
under the Act, Maxim shall be under no liability to the Selected Dealer as such
for, or in respect of: (i) the validity or value of the Units, (ii) the form of,
or the statements contained in, the Prospectus, the Registration Statement of
which the Prospectus forms a part, any supplements or amendments to the
Prospectus or such Registration Statement, any preliminary prospectus, any
instruments executed by, or obtained or any supplemental sales data or other
letters from, the Company, or others, (iii) the form or validity of the any
underwriting agreement entered into in connection with the Offering, or this
Agreement, (iv) the eligibility of any of the Units for sale under the laws of
any jurisdiction, (v) the delivery of the Units, (vi) the performance by the
Company or others of any agreement on its or their part, or (vii) any matter in
connection with any of the foregoing.
11. If, for federal income tax purposes, should the Selected Dealer
and Maxim (together or with others), be deemed to constitute a partnership, then
the Selected Dealer elects to be excluded from the application of Subchapter K,
Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and the
Selected Dealer agrees not to take any position inconsistent with such election.
The Selected Dealer authorizes Maxim, in its sole discretion, to execute and
file on the Selected Dealer's behalf, such evidence of such election as may be
required by the Internal Revenue Service.
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12. All communications from the Selected Dealer shall be addressed
to Maxim Group LLC, 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxxxx X. Xxxxxx. Any notice from Maxim to the Selected Dealer
shall be deemed to have been fully authorized by the Underwriters and to have
been duly given if mailed or sent by confirmed facsimile transmittal to the
Selected Dealer at the address to which this Agreement is initial sent. This
Agreement shall be construed in accordance with the laws of the State of New
York without giving effect to conflict of laws. Time is of the essence in this
Agreement.
If you desire to become a Selected Dealer, please advise us to that
effect immediately by facsimile transmission and sign and return to us the
enclosed counterpart of this letter.
Very truly yours,
MAXIM GROUP LLC
By:__________________________
Name:
Title:
We agree to act as a Selected Dealer in connection with the Offering
on the terms specified above.
Dated: _______________, 2005
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(Selected Dealer)
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(Sign Here)
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(Print Signatory's Title)
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