EXHIBIT 1.23
SELLING GROUP AGREEMENT
500,000 Shares of Convertible Redeemable Preferred Stock
$10.00 per share
and
1,500,000 Redeemable Preferred Stock Purchase Warrants
May__, 1997
Global Equities Group, Inc.
As the Lead Managing Underwriter
and the Representative of the Underwriters,
0 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We acknowledge receipt of the Prospectus dated Mayo , 1997
(hereinafter called the "Prospectus") relating to the offering of 500,000 shares
of $1.00 par value Series A Redeemable Convertible Preferred Stock (the
"Preferred Stock") at $10.00 per share and 1,500,000 Redeemable Preferred Stock
Purchase Warrants (the "Warrants") of CluckCorp International, Inc. (hereinafter
called the "Company").
We understand that the Underwriters are offering, through you, certain of
the Preferred Stock for sale to certain securities dealers at the public
offering price of $10.00 per share of Preferred Stock and $.10 per Warrant less
a concession of $1.00 per share of Preferred Stock and that any Underwriter may
allow, and dealers may reallow, a concession not in excess of $ . o per share of
Preferred Stock and $. per warrant to other Underwriters or to other dealers who
enter into an agreement in this form.
We hereby agree with you as follows with respect to any purchase of the
Preferred Stock and the Warrants from you or from any other Underwriter or from
any other dealer at a concession from the public offering price.The Preferred
Stock and Warrants are hereinafater collectively referred to as the
"Securities."
In purchasing the Securities, we will rely only on the Prospectus and no
other statements whatsoever, written or oral.
1. Offering and Trading Provisions. The Securities purchased by us at a
concession from the public offering price shall be promptly offered to the
public upon the terms set forth in the Prospectus or for sale at a concession
not in excess of $.o per share of Preferred Stock and $.___per Warrant to any
other member of the National Association of Securities Stock Dealers, Inc.
(hereinafter called the "NASD") who enters into an agreement with you in this
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May 13, 1997
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form or to foreign banks or dealers not eligible for membership in the NASD who
(i) agree that they will make no sales of the Preferred Stock within the United
States, its territories its possessions, or to persons who are citizens thereof
or resident therein, (ii) agree that in making sales of such Securities outside
the United States, its territories or possessions they will comply with the
requirements of the NASD's Rules of Fair Practice as though they were such a
member and Section 25 of such Article as it applies to a non-member broker or
dealer in a foreign country and (iii) enter into an agreement with you in this
form.
Except as permitted by you, we will not at any time prior to the completion
by us of distribution of Securities acquired by us pursuant to this Agreement,
bid for, purchase or sell, directly or indirectly, any Securities other than (i)
as provided for in this Agreement, the Agreement Among Underwriters or the
Underwriting Agreement relating to the Securities or (ii) purchases or sales by
us of any Securities as broker on unsolicited orders for the account of others.
We represent that we have not participated in any transaction prohibited by
the preceding paragraph and that we have at all times complied with the
provisions of Regulation M of the Securities and Exchange Commission applicable
to this offering.
We agree to advise you from time to time upon request, prior to the
termination of this Agreement, of the number of Securities remaining unsold
which were purchased by us from you or from any other Underwriter or dealer at a
concession from the public offering price and, on your request, we will resell
to you any such Securities remaining unsold at the purchase price thereof if, in
your opinion, such Securities are needed to make delivery against sales made to
others.
We agree that without your consent we will not sell to any account over
which we exercise discretionary authority any of the Securities which we
purchase and which are subject to the terms of this Agreement.
If prior to the termination of this Agreement you purchase or contract to
purchase any Securities which were purchased by us from you or from any other
Underwriter or dealer at a concession from the public offering price (including
any Securities represented by certificates which may have been issued on
transfer or in exchange for certificates originally representing such
Securities), in your discretion you may (i) sell for our account the Securities
so purchased and debit or credit our account for the loss or profit resulting
from such sale, (ii) charge our account with an amount equal to the concession
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May 13, 1997
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to dealers with respect thereto and credit such amount against the cost thereof
or (iii) require us to purchase such Securities at a price equal to the total
cost of such purchase including commissions and transfer taxes on redelivery.
2. Delivery and Payment. If we purchase any Securities from you hereunder,
we agree that such purchases will be evidenced by your written confirmation and
will be subject to the terms and conditions set forth in the confirmation and in
the Prospectus.
Securities purchased by us from you hereunder shall be paid for in full at
the public offering price stated above, or, if you shall so advise us, at such
price less the applicable concession, at the office of Global Equities Group,
Inc., 0 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at such time and on such day
as you may advise us, by certified or official bank check payable in New York
Clearing House funds to the order of Global Equities Group, Inc. against
delivery of the Securities. If we are called upon to pay the public offering
price of the Securities purchased by us, the applicable concession will be paid
to us, less any amounts charged to our account pursuant to Article 1 above,
after termination of this Agreement.
3. Termination. You will advise us of the date and time of termination of
this Agreement or of any designated provisions hereof. This Agreement shall in
any event terminate 30 business days after the date of the initial public
offering of the Securities unless sooner terminated by you.
4. Representation and Liability of Dealers and Underwriters. We represent
that we are a member in good standing with the NASD or that we are a foreign
bank or dealer not eligible for membership in the NASD which agrees to make no
sales of Securities within the United States, its territories or its
possessions, or to persons who are citizens thereof or resident therein. In
making sales of Securities, if we are such a member of the NASD, we agree to
comply with all applicable rules of the NASD, including, without limitation, the
NASD's Interpretation with Respect to Free-Riding and Withholding and Section 24
of Article III of the NASD's Rules of Fair Practice, or, if we are such a
foreign bank or dealer, we agree to comply with such Interpretation, Sections 8,
24, and 36 of such Article as though we are such a member and Section 25 of such
Article as it applies to a non-member broker or dealer in a foreign country.
Global Equities May 13, 1997 Page -4- We will not give any information or
make any representations other than those contained in the Prospectus, or act as
agent for the Company or any Underwriter.
We agree that you, as Representative of the Underwriters, have full
authority to take such action as may seem advisable to you in respect to all
matters pertaining to the offering of the Securities. Neither you, as
Representative of the several Underwriters, nor any of the other Underwriters
shall be under any liability to us for any act or omission, except for
obligations expressly assumed in this Agreement.
All communications to you relating to the subject matter of this Agreement
shall be addressed to Global Equities Group, Inc., 0 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, and any notices to us shall be deemed to have been duly given if
mailed or telegraphed to us at the address shown below.
5. Blue Sky Matters. Neither you, as Representative of the several
Underwriters, nor any of the other Underwriters will have any responsibility
with respect to the right of any dealer to sell the Securities in any
jurisdiction, notwithstanding any information you may furnish in that
connection.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
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(Address)
By_________________________
Authorized Signatory
Date______________
