Exhibit 1(a)
1,000,000 UNITS
EUROWEB INTERNATIONAL CORP.
(EACH UNIT CONSISTING OF
ONE SHARE OF SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK
AND TWO COMMON STOCK PURCHASE WARRANTS)
SELECTED DEALER AGREEMENT
Dat , 1998
Dear Sirs:
The Underwriters named in the prospectus mentioned below (the
"Underwriters") have severally agreed, subject to the terms and conditions of
the Underwriting Agreement (the "Underwriting Agreement"), to purchase from
EuroWeb International Corp. (the "Company") at the price set forth on the cover
of said prospectus, an aggregate of 1,000,000 Units (the "Units"). The Units are
more particularly described in the enclosed prospectus (the "Prospectus"),
additional copies of which will be supplied in reasonable quantities upon
request.
Some or all of the Underwriters are severally offering a part of the Units
for sale to selected dealers (the "Selected Dealers"), among whom they are
pleased to include you, at the public offering price, less a concessions in the
amount set forth in the Prospectus under "Underwriting". This offering is made
subject to delivery of the Units and their acceptance by the Underwriters, to
the approval of all 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 price, except as herein otherwise provided and
except that a reallowance from such public offering price 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
Securities 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 price and will
abide by the conditions with respect to foreign banks, dealers and institutions
set forth in the confirmation below.
We, acting as Representative, and, with our consent, any Underwriter may
buy Units from, or sell Units to, any Selected Dealer or any other Underwriter,
and any Selected Dealer may buy Units from, or sell Units to, any other Selected
Dealer or any Underwriter at the public offering price less all or any part of
the concession.
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You agree to pay us on demand for the accounts of the several Underwriters
an amount equal to the concession on any Units purchased by you hereunder which,
prior to the termination of this Agreement, we may purchase or contract to
purchase for the account of any Underwriter or which may be delivered against
purchase contracts made 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.
The Underwriters have been advised by the Company that a Registration
Statement for the Units, filed under the Securities 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) you will comply with the
applicable requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934. No person is authorized by the Company or by the
Underwriters 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 any of the Underwriters in offering Units to
the public or otherwise. Nothing contained herein shall constitute the Selected
Dealers partners with any of the Underwriters 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 Representative, 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. Neither we, acting as Representative, nor any of the
Underwriters shall be under any obligation to you except for obligations
expressly assumed by us in this Agreement.
Each of the Underwriters has authorized us to overallot in arranging for
sales of the Units to the Selected Dealers and to purchase and sell Units for
long or short account and has also authorized us to stabilize or maintain the
market prices of the Units.
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
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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 fully authorized by the Underwriters and 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.
As Representative of the several
Underwriters
By _________________________
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X.X. Xxxxxxx & Co., Inc.
As Representative of the several Underwriters
1 Battery Park Plaza
New York, New York 10004
Dear Sirs:
We hereby confirm our agreement to purchase ___________ Units of EuroWeb
International 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 xxxxx xxxxxx 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
said Association, and in particular, Rules 2420, 2730, 2740 and 2750 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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