EXHIBIT 1.3
U.S. REMODELERS, INC.
1,400,000 UNITS
EACH UNIT COMPRISED OF
ONE SHARE OF COMMON STOCK
AND
ONE REDEEMABLE COMMON STOCK PURCHASE WARRANT
(AND ONE SHARE OF COMMON STOCK ISSUABLE UNDER THE WARRANT)
SELECTED DEALER AGREEMENT
-------------------------
Dallas, Texas
_______________, 1998
Gentlemen:
1. First London Securities Corporation (the "Representative") and the
other Underwriters named in the Prospectus (collectively the "Underwriters"),
acting through us as the Representative, are severally offering for sale an
aggregate of 1,400,000 Units (the "Firm Securities"), each Unit comprised of one
share of common stock, par value $.01 per share (the "Share"), and one
redeemable common stock purchase warrant (the "Warrant") of U.S. Remodelers,
Inc. (the "Company"), which we have agreed to purchase from the Company, and
which are more particularly described in the Registration Statement,
Underwriting Agreement and Prospectus. In addition, the several Underwriters
have been granted an option to purchase from the Company up to an additional
210,000 Units (the "Option Securities") to cover over-allotments in connection
with the sale of the Firm Securities. The Firm Securities and any Option
Securities purchased are herein called the "Securities". The Securities and the
terms under which they are to be offered for sale by the several Underwriters
are more particularly described in the Prospectus.
2. The Securities are to be offered to the public by the several
Underwriters at the price per Share and price per Warrant set forth on the cover
page of the Prospectus (the "Public Offering Price"), in accordance with the
terms of offering set forth in the Prospectus.
3. Some or all of the several Underwriters are severally offering,
subject to the terms and conditions hereof, a portion of the Securities for sale
to certain dealers who are actually engaged in the investment banking or
securities business and who are either (a) members in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"), or (b) dealers
with their principal places of business located outside the United States, its
territories and its possessions and not registered as brokers or dealers under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), who have
agreed not to make any sales within the United States, its territories or its
possessions or to persons who are nationals thereof or residents therein (such
dealers who shall agree to sell Securities hereunder being herein called
"Selected Dealers") at the public offering price, less a selling concession
(which may be changed) of not in excess of $_______ per Share and $__________
per Warrant payable as hereinafter provided, out of which concession an amount
not
exceeding $_________ per Share and $__________ per Warrant may be reallowed by
Selected Dealers to members of the NASD or foreign dealers qualified as
aforesaid. We reserve the right not to pay such selling commission on any of the
Securities purchased by any of the Selected Dealers from us and repurchased by
us at or below the price stated above prior to termination of this Agreement.
The Selected Dealers who are members of the NASD agree to comply with all of the
provisions of the NASD Conduct Rules. Foreign Selected Dealers agree to comply
with the provisions of Rule 2740 of the NASD Conduct Rules, and, if any such
dealer is a foreign dealer and not a member of the NASD, such Selected Dealer
also agrees to comply with the NASD's Interpretation with Respect to Free-Riding
and Withholding, and to comply, as though it were a member of the NASD, with the
provisions of Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with
Rule 2420 of the NASD Conduct Rules as that Rule applies to non-member foreign
dealers. Some or all of the Underwriters may be included among the Selected
Dealers. Each of the Underwriters has agreed that, during the term of this
Agreement, it will be governed by the terms and conditions hereof whether or not
such Underwriter is included among the Selected Dealers.
4. First London Securities Corporation shall act as Representative on
behalf of the Underwriters and shall have full authority to take such action as
we may deem advisable in respect to all matters pertaining to the public
offering of the Securities.
5. If you desire to act as a Selected Dealer, and purchase any of the
Securities, your application should reach us promptly by telefax or telegraph at
the offices of First London Securities Corporation, 0000 Xxxxx Xxxxxx, Xxxxxx,
Xxxxx 00000, facsimile (000) 000-0000. We reserve the right to reject
subscriptions in whole or in part, to make allotments, and to close the
subscription books at any time without notice. The Securities allotted to you
will be confirmed, subject to the terms and conditions of this Agreement.
6. The privilege of subscribing for the Securities is extended to you
only on behalf of such of the Underwriters, if any, as may lawfully sell the
Securities to Selected Dealers in your state or other applicable jurisdiction.
7. Payment for the Securities sold to you hereunder is to be made at the
Public Offering Price or, if we shall so advise you, at the Public Offering
Price less the above mentioned selling concession on such time and date as we
may advise, at the office of First London Securities Corporation, 0000 Xxxxx
Xxxxxx, Xxxxxx, Xxxxx 00000, by wire transfer to the account of First London
Securities Corporation, as Representative, or by a certified or official bank
check in current New York Clearing House funds, payable to the order of First
London Securities Corporation, as Representative, against delivery of
certificates for the Securities so purchased. If such payment is not made at
such time, you agree to pay us interest on such funds at the prevailing broker's
loan rate.
8. Any Securities to be purchased by you under the terms of this
Agreement may be immediately re-offered to the public in accordance with the
terms of offering as set forth herein and in the Prospectus, subject to the
securities or Blue Sky laws of the various states or other jurisdictions.
In the event that Securities purchased by you under the terms of this
Agreement are purchased at the Public Offering Price less the selling
commission, you agree to pay us on demand for the
SELECTED DEALER AGREEMENT - PAGE 2
accounts of the several Underwriters an amount equal to the Selected Dealer
concession as to any Securities purchased by you hereunder which, prior to the
completion of the public offering as defined in Section 9 below, we may purchase
or contract to purchase for the account of any Underwriter and, in addition, we
may charge you with any broker's commission and transfer tax paid in connection
with such purchase or contract to purchase. Certificates for Securities
delivered on such repurchases need not be the identical certificates originally
purchased.
You agree to advise us from time to time, upon request, of the number of
Securities purchased by you hereunder and remaining unsold at the time of such
request, and, if in our opinion any such Securities shall be needed to make
delivery of the Securities sold or over-allotted for the account of one or more
of the Underwriters, you will, forthwith upon our request, grant to us for the
account or accounts of such Underwriter or Underwriters the right, exercisable
promptly after receipt of notice from you that such right has been granted, to
purchase, at the price you paid for such Securities or such part thereof as we
shall determine, such number of Securities owned by you as shall have been
specified in our request.
No expenses shall be charged to Selected Dealers. A single transfer tax,
if payable, upon the sale of the Securities by the respective Underwriters to
you will be paid when such Securities are delivered to you. However, you shall
pay any transfer tax on sales of Securities by you and you shall pay your
proportionate share of any transfer tax (other than the single transfer tax
described above) in the event that any such tax shall from time to time be
assessed against you and other Selected Dealers as a group or otherwise.
Neither you nor any other person is or has been authorized to give any
information or to make any representation in connection with the sale of the
Securities other than as contained in the Prospectus.
9. Section 7 and the first three paragraphs of Section 8 will terminate
when we shall have determined that the public offering of the Securities has
been completed and upon telefax notice to you of such termination, but, if not
theretofore terminated, they will terminate at the close of business on the 30th
full business day after the date hereof; provided, however, that we shall have
the right to extend such provisions for a further period or periods, not
exceeding an additional 30 days in the aggregate upon telefax notice to you.
10. For the purpose of stabilizing the market in the Securities, we have
been authorized to make purchases and sales of the Securities of the Company, in
the open market or otherwise, for long or short account, and, in arranging for
sales, to over-allot.
11. On becoming a Selected Dealer, and in offering and selling the
Securities, you agree to comply with all the applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and the 1934 Act. You
confirm that you are familiar with Rule 15c2-8 under the 1934 Act relating to
the distribution of preliminary and final prospectuses for securities of an
issuer (whether or not the issuer is subject to the reporting requirements of
Section 13 or 15(d) of the 0000 Xxx) and confirm that you have complied and will
comply therewith.
SELECTED DEALER AGREEMENT - PAGE 3
We hereby confirm that we will make available to you such number of copies
of the Prospectus (as amended or supplemented) as you may reasonably request for
the purposes contemplated by the 1933 Act or the 1934 Act, or the rules and
regulations thereunder.
12. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Securities are qualified
for sale under the respective securities or Blue Sky laws of such states and
other jurisdictions, but neither we nor any of the Underwriters assume any
obligation or responsibility as to the right of any Selected Dealer to sell the
Securities in any state or other jurisdiction or as to the eligibility of the
Securities for sale therein. We will, if requested, file a Further State Notice
in respect of the Securities pursuant to Article 23-A of the General Business
Law of the State of New York.
13. No Selected Dealer is authorized to act as our agent or as agent for
the Underwriters, or otherwise to act on our behalf or on behalf of the
Underwriters, in offering or selling the Securities to the public or otherwise
or to furnish any information or make any representation except as contained in
the Prospectus.
14. Notices to us should be addressed to us at the offices of First London
Securities Corporation, 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000, Attention:
Xxxxxxx Xxxxxxx. Notices to you shall be deemed to have been duly given if
telephoned, telefaxed, telegraphed or mailed to you at the address to which this
letter is addressed.
15. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without giving effect to the choice of law or
conflicts of law principles thereof.
16. If you desire to purchase any Securities and act as a Selected Dealer,
please confirm your application by signing and returning to us your confirmation
on the duplicate copy of this letter enclosed herewith, even though you may have
previously advised us thereof by telephone or telegraph. Our signature hereon
may be by facsimile.
Very truly yours,
FIRST LONDON SECURITIES CORPORATION
As Representative of the Several Underwriters
By: FIRST LONDON SECURITIES
CORPORATION
By:____________________________________
Xxxxxxx X. Xxxxxxx, President
SELECTED DEALER AGREEMENT - PAGE 4
FIRST LONDON SECURITIES CORPORATION
As Representative of the Several Underwriters
c/o
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
We hereby subscribe for _____________ Units (the "Securities"), each Unit
comprised of one share of Common Stock of U.S. Remodelers, Inc. and one
Redeemable Common Stock Purchase Warrant in accordance with the terms and
conditions stated in the foregoing Selected Dealer Agreement. We hereby
acknowledge receipt of the Prospectus referred to in the Selected Dealer
Agreement. We further state that in purchasing said Securities we have relied
upon said Prospectus and upon no other statement whatsoever, whether written or
oral. We confirm that we are a dealer actually engaged in the investment
banking or securities business and that we are either (i) a member in good
standing of the National Association of Securities Dealers, Inc. ("NASD"); or
(ii) a dealer with its principal place of business located outside the United
States, its territories and its possessions and not registered as a broker or
dealer under the Securities Exchange Act of 1934, as amended, who hereby agrees
not to make any sales within the United States, its territories or its
possessions or to persons who are nationals thereof or residents therein. As a
member of the NASD, we hereby agree to comply with all of the provisions of NASD
Conduct Rules. If we are a foreign Selected Dealer, we agree to comply with the
provisions of Rule 2740 of the Conduct Rules, and if we are a foreign dealer and
not a member of the NASD, we agree to comply with the NASD's interpretation with
respect to free-riding and withholding, and agree to comply, as though we were a
member of the NASD, with provisions of Rules 2730 and 2750 of such Conduct
Rules, and to comply with Rule 2420 thereof, as that Rule applies to non-member
foreign dealers.
Firm:_____________________________
By:_______________________________
(Name and Position)
Address: ____________________
____________________
Telephone No.:____________________
Dated: _______________, 1998
