EXHIBIT 1.03
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SELECTED DEALER AGREEMENT
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Ladies and Gentlemen:
1. Registration under the Securities Act of 1933, as amended ("Act"), of
the 1,500,000 shares ("Shares")/*/ of common stock, $.01 par value ("Common
Stock") of Specialty Catalog Corp. ("Company") as more fully described in the
Preliminary Prospectus, dated September 16, 1996, and in the final prospectus,
which will be forwarded to you (the final prospectus being hereinafter referred
to as the "Prospectus"), will become effective in the near future. We are
offering for sale certain of the Units which we have agreed to purchase from the
Company, for purchase by a selected group of dealers ("Selected Dealers") on the
terms and conditions stated herein.
Authorized Public Offering Price: $_______ per Share.
Dealers' Selling Concession: Not to exceed $0.______ per Share
payable upon termination of this
Agreement, except as provided below. We
reserve the right not to pay such
concession on any of the Shares
purchased by any of the Selected Dealers
from us and repurchased by us at or
below the price stated above prior to
such termination.
Reallowance: You may reallow not in excess of
$0.______ per Share as a selling
concession to dealers who are members in
good standing of the National
Association of Securities Dealers, Inc.
("NASD") or to foreign dealers who are
not eligible for membership in the NASD
and who have agreed (i) not to sell the
Shares 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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/*/ Plus the over-allotment option available to the Underwriter to purchase up
to an additional 225,000 shares of Common Stock.
Delivery and Payment: Delivery of the Shares shall be made on
or about October __, 1996 or such later
date as we may advise on not less than
one day's notice to you, at the office
of GKN Securities Corp., 00 Xxxxxxxx,
00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or
at such other place as we shall specify
on not less than one day's notice to
you. Payment for the Shares is to be
made, against delivery, at the
authorized public offering price stated
above, or, if we shall so advise you, 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 payable to the order of GKN
Securities Corp.
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 our discretion for a
period or periods not to exceed in the
aggregate 30 additional days. We may
terminate this Agreement, whether or not
extended, at any time without notice.
2. Any of the Shares purchased by you hereunder are to be offered by you
to the public at the public offering price, except as herein otherwise provided
and except that a reallowance from such public offering price 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 Conduct Rules of the NASD;
and (c) are either members in good standing of the NASD or foreign banks,
dealers or institutions not eligible for membership in the NASD which represent
to you that they will promptly reoffer such Shares at the public offering price
and will abide by the conditions with respect to foreign banks, dealers and
institutions set forth in paragraph 9 below.
3. You, by becoming a member of the Selected Dealers, agree (a) upon
effectiveness of the Registration Statement and your receipt of the Prospectus,
to take up and pay for the number of Shares allotted and confirmed to you, (b)
not to use any of the Shares to reduce or cover any short position you may have,
(c) upon our request, to advise us of the number of Shares purchased from us as
manager of the Selected Dealers remaining unsold by you and to resell to us any
or all of such unsold Shares at the public offering price stated above, less all
or such part of the concession allowed you as we may determine, and (d) to make
available a copy of the Prospectus to all persons who on your behalf will
solicit orders for the Shares prior to the making of such solicitations by such
persons. You are not authorized to give any information or to make any
representations other than those contained in the Prospectus or any supplements
or amendments thereto.
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4. As contemplated by Rule 15c2-8 under the Securities Exchange Act of
1934, as amended, we agree 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 such Act, the mailing to be made to the address given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to be delivered thereunder. We have heretofore delivered to you such
preliminary prospectuses as have been required by you, receipt of which is
hereby acknowledged, and will deliver such further prospectuses as may be
requested by you.
5. You agree that until termination of this Agreement you will not make
purchases or sales of the Shares except (a) pursuant to this Agreement, (b)
pursuant to authorization received from us, or (c) in the ordinary course of
business as broker or agent for a customer pursuant to any unsolicited order.
6. Additional copies of the Prospectus and any supplements or amendments
thereto shall be supplied in reasonable quantity upon request.
7. The Shares are offered by us for delivery when, as and if sold to, and
accepted by, us and subject to the terms herein and in the Prospectus or any
supplements or amendments thereto, to our right to vary the concessions and
terms of 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.
8. Upon written application to us, you shall be informed as to the
jurisdictions under the securities or blue sky laws of which we believe the
Shares are eligible for sale, but we assume no responsibility as to such
eligibility or the right of any member of the Selected Dealers to sell any of
the Shares in any jurisdiction. We have caused to be filed a Further State
Notice relating to such of the Shares 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 public
offering contemplated herein, each member of the Selected Dealers agrees to
promptly furnish to us, upon our request, territorial distribution reports
setting forth each jurisdiction in which sales of the Shares were made by such
member, the number of Shares sold in such jurisdiction, and any further
information as we may request, in order to permit us to file on a timely basis
any report which we as Underwriter of the offering or manager of the Selected
Dealers may be required to file pursuant to the securities or blue sky laws of
any jurisdiction.
9. You, by becoming a member of the Selected Dealers, represent that you
are actually engaged in the investment banking or securities business and that
you are (a) a member in good standing of the NASD and will comply with Rule 2740
of the NASD's Conduct Rules or (b) a foreign dealer or institution which is not
eligible for membership in the NASD and which has agreed (i) not to sell Shares
within the United States of America, its territories or possessions or to
persons who are citizens thereof or residents therein; (ii) that any and all
sales shall be in compliance with the NASD's Interpretation with Respect to
Free-Riding and Withholding; (iii) to comply, as though it were a member of the
NASD, with Rules 2730, 2740 and 2750 of the NASD's Conduct Rules, and to comply
with Rule 2420 thereof as that Rule
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applies to a non-member broker or dealer in a foreign country.
10. Nothing herein shall constitute any members of the Selected Dealers
partners with us or with each other, but you agree, notwithstanding any prior
settlement of accounts or termination of this Agreement, to bear your proper
proportion of any tax or other liability based upon the claim that the Selected
Dealers constitute a partnership, association, unincorporated business or other
separate entity and a like share of any expenses of resisting any such claim.
11. We shall be the Underwriter of the offering and manager of the
Selected Dealers and shall have full authority to take such action as we may
deem advisable in respect of all matters pertaining to the offering or the
Selected Dealers or any members of them. Except as expressly stated herein, or
as may arise under the Act, we shall be under no liability to any member of the
Selected Dealers as such for, or in respect of (i) the validity or value of the
Shares, (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 Underwriting Agreement, or this Agreement, (iv) the eligibility of any of
the Shares for sale under the laws of any jurisdiction, (v) the delivery of the
Shares, (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,
except our own want of good faith.
12. If for federal income tax purposes the Selected Dealers, among
themselves or with the Underwriter, should be deemed to constitute a
partnership, then you elect to be excluded from the application of Subchapter K,
Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and you
agree not to take any position inconsistent with such selection. You authorize
us, in our discretion, to execute and file on your behalf such evidence of such
selection as may be required by the Internal Revenue Service.
13. All communications from you shall be addressed to us at GKN Securities
Corp., 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx
Xxxxxxx. Any notice from us to you shall be deemed to have been duly given if
mailed, telegraphed or sent by facsimile transmittal to you at the address to
which this letter is mailed. This Agreement shall be construed in accordance
with the laws of the State of New York without giving effect to principles of
conflicts of law. Time is of the essence in this Agreement.
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If you desire to become a member of the Selected Dealers, 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,
GKN SECURITIES CORP.
By:________________________________
Name: Xxxxxxx Xxxxxxxxx-Xxxxxx
Title: Senior Vice President -
Investment Banking
We accept membership in the Selected Dealers on the terms specified above.
Dated: ________________, 1996
___________________________________________
(Selected Dealer)
By: _______________________________________
(Sign Here)
Title:_______________________________________
(Print Signatory's Title)
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