Exhibit 1.2
1,000,000 Shares of Common Stock
and
1,000,000 Redeemable Common Stock Purchase Warrants
ROSEDALE DECORATIVE PRODUCTS LTD.
SELECTED DEALER AGREEMENT
_______________, 1998
Gentlemen:
We have agreed as the underwriter (the "Underwriter") named in the
enclosed prospectus (the "Prospectus"), subject to the terms and conditions of
an Underwriting Agreement dated_____________, 1998 (the "Underwriting
Agreement"), to purchase from Rosedale Decorative Products Ltd., a corporation
organized under the laws of the Province of Ontario, Canada (the "Company")
1,000,000 shares of Common Stock, no par value per share (the "Public Shares")
and 1,000,000 Redeemable Common Stock Purchase Warrants (the "Public Warrants").
We may also purchase as many as 150,000 additional shares of Common Stock and
150,000 Redeemable Common Stock Purchase Warrants (the "Option Securities") from
the Company pursuant to Section 2 (1)) of the Underwriting Agreement. The
Securities are more particularly described in the Prospectus, additional copies
of which will be supplied in reasonable quantities upon request.
We are offering a portion of the Public Shares and Warrants for sale to
selected dealers (the "Selected Dealers"), among whom we are pleased to include
you, at the public offering price, less a concession in the amount set forth in
the Prospectus under "Underwriting". This offering is made subject to delivery
of the Public Shares and Warrants and their acceptance by the Underwriter, to
the approval of all legal matters by our counsel, and to the terms and
conditions herein set forth, and may be made on the basis of the reservation of
the Public Shares and Warrants or an allotment against subscription.
We will advise you by telegram of the method and terms of the offering.
Acceptances should be sent to X.X. Xxxxxx & Company, L.L.C., 0000 Xxxxxxxxx
Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: Xxxxxxx X. Xxxxx.
Subscription books may be closed by us at any time without notice, and we
reserve the right to reject any subscription in whole or in part, but
notification of allotments against and rejections of subscriptions will be made
as promptly as practicable.
Any of the Public Shares and Warrants purchased by you hereunder are to
be promptly offered by you to the public at the public offering price, as set
forth in the Prospectus, except as herein otherwise provided and except that a
reallowance from any such public offering price 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.
(the "NASD"), or foreign dealers or institutions not eligible for membership in
said association who agree to abide by the conditions with respect to foreign
dealers and institutions set forth in your confirmation below. We may buy Public
Shares and Warrants from, or sell Public Shares and Warrants to, any Selected
Dealer, and any Selected Dealer may buy Public Shares and Warrants from, or sell
Public Shares and Warrants to, any other Selected Dealer at the public offering
price less all or any part of the concession set forth in the Prospectus; after
the Public Shares and Warrants are released for sale to the public, we are
authorized to vary the offering price of the Public Shares and Warrants and
other selling terms.
If, prior to the termination of this Agreement, we purchase or contract
to purchase any Public Shares and Warrants which were purchased by you from us
or any Selected Dealer at a concession from the public offering price (or any
Public Shares and Warrants which we believe have been substituted therefor) you
hereby agree that we may: (i) require you to pay us on demand an amount equal to
the concession on such Public Shares and Warrants; (ii) sell for your account
the Public Shares and Warrants so purchased and debit or credit your account
with the loss or profit resulting from such sale; or (iii) require you to
purchase such Public Shares and Warrants at a price equal to the total cost of
such purchase including commissions and transfer taxes (if any) on redelivery.
Public Shares and Warrants accepted or allotted hereunder shall be paid
for in full at the public offering price, at the office of X.X. Xxxxxx &
Company, L.L.C., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
(or such other place as you may be instructed) prior to 8:30 a.m., New York City
time, on such day after the public offering date as we may advise three (3) days
after the effective date, by certified or official bank check payable in New
York Clearing House funds to the order of X.X. Xxxxxx & Company, L.L.C. against
delivery of certificates. If Public Shares and Warrants are purchased and paid
for by you hereunder at the public offering price, the concession will be paid
to you after the termination of this Agreement.
We have been advised by the Company that a registration statement
(Registration No. 333- 44747) (the "Registration Statement") for the Public
Shares and Warrants, filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the benefit of the Company) you will comply
with the applicable requirements of the Act and of the Securities Exchange Act
of 1934, as amended, and the terms and conditions set forth in the Prospectus.
No person is authorized by the Company or the Underwriter to give or rely on any
information or to make any representations not contained in the Prospectus in
connection with the sale of Public Shares and Warrants. You are not authorized
to act as agent for the Company or the Underwriter in offering the Public Shares
and Warrants to the public or otherwise. Nothing contained herein shall
constitute or be construed to make the Selected Dealers partners with the
Underwriter or with one another.
2
We shall not be under any liability (except for our own want of good
faith) for or in respect of the validity or value of, or title to, any Public
Shares and Warrants; the form or completeness of, or the statements contained
in, or the validity of, the Registration Statement, any preliminary prospectus,
the Prospectus, or any amendment or supplement thereto or any other letters or
instruments executed by or on behalf of the Company or others; the form or
validity of the agreement for the purchase of the Public Shares and Warrants or
this Agreement; the delivery of the Public Shares and Warrants; the performance
by the Company or others of any agreement on its or their part; or any matter in
connection with any of the foregoing; provided, however, that nothing in this
paragraph shall be deemed to relieve the Underwriter from any liability under
the Act.
You, by your confirmation below, represent that: (i) you are a member
in good standing of the NASD or are a foreign bank or dealer not eligible for
membership in the NASD which agrees to make no offers or sales of Public Shares
and Warrants within the United States, its territories or its possessions, or to
persons who are citizens thereof or residents therein, (ii) neither you nor any
of your directors, officers, partners or "persons associated with" you (as
defined in the By-Laws of the NASD) nor, to your knowledge, any "related person"
(as defined by the NASD in its Interpretation of Article III, Section I of its
Rules of Fair Practice, as amended) or any other broker-dealer, have
participated or intend to participate in any transaction or dealing as to which
documents or information are required to be filed with the NASD pursuant to such
Interpretation, and as to which such documents or information have not been so
filed as required.
You agree not to, at any time prior to the termination of this
Agreement, bid for, purchase, sell or attempt to induce others to purchase or
sell, directly or indirectly, any Public Shares and Warrants other than (a) as
provided for in this Agreement or the Underwriting Agreement relating to the
Public Shares and Warrants, or (1)) purchases or sales as broker on unsolicited
orders for the account of others. In making the sales of Public Shares and
Warrants, if you are a member of the NASD, you will comply with all applicable
rules of the NASD, including, without limitation, the NASD's Interpretation of
Article II, Section I of its Rules of Fair Practice with respect to Free-Riding
and Withholding and Section 24 of Article III of the NASD's Rules of Fair
Practice, or if you are a foreign bank or dealer, you agree to comply with such
Interpretation of Sections 8, 24 and 36 of such Article as though you were such
a member and Section 25 of such Article as it applies to a nonmember broker or
dealer in a foreign country. Further, pursuant to Securities Act Release No.
4968, you will distribute a Preliminary Prospectus to all persons reasonably
expected to be purchasers of shares from you at least 48 hours prior to the time
you expect to mail confirmation.
Upon written application to us, we will inform you as to the advice we
have received from counsel concerning the jurisdictions in which the Public
Shares and Warrants 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 the Public Shares and Warrants in any jurisdiction.
3
As Underwriter, 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. We shall not be under any obligation to you except for
obligations expressly assumed by us in this Agreement.
You agree, upon our request, at any time or times prior to the
termination of this Agreement, to report to us the number of Public Shares and
Warrants 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 terminated. This Agreement will terminate at the close
of business on the 30th business day after the public offering of the Public
Shares and Warrants, but, in our discretion, may be extended by us for a further
period or periods not exceeding 30 business days in the aggregate 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, or against you together with other dealers
purchasing Public Shares and Warrants 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 construed in accordance with the laws of the
State of Georgia without giving effect to conflict of laws principles.
In the event that you agree to purchase Public Shares and Warrants in
accordance with the terms hereof, and of the aforementioned telegram, kindly
confirm such agreement by competing and signing the form provided for that
purpose on the enclosed duplicate hereof and returning it to us promptly.
All communications from you should be addressed to X.X. Xxxxxx &
Company, L.L.C., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000,
Attention: Xxxxxxx X. Xxxxx. Any notice from us to you shall be deemed to have
been duly given if mailed or telegraphed to you at this address to which this
letter is mailed.
Very truly yours,
X.X. Xxxxxx & Company, L.L.C.
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
4
____________, 1998
X.X. Xxxxxx & Company, L.L.C.
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Gentlemen:
We hereby confirm our agreement to purchase ________ shares of Public
Shares and _________ Warrants (as such term is defined in the Selected Dealer
Agreement), of Rosedale Decorative Products Ltd., a corporation organized under
the laws of the Province of Ontario, Canada, subject to the terms and conditions
of the foregoing Agreement and your telegram to us referred to herein. We hereby
acknowledge receipt of the definitive Prospectus relating to the Public Shares
and Warrants, and we confirm that in purchasing Public Shares and Warrants 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
preliminary prospectuses and, when furnished with copies of any revised
preliminary prospectus, we have, upon your request, promptly forwarded copies
thereof to each person to whom we had theretofore distributed preliminary
prospectuses. We confirm that we have complied and will comply with all of the
requirements of Rule 15c2-8 of the Securities Exchange Act of 1934.
We hereby represent that we are a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or, if we are not
such a member, we are a foreign dealer or institution not eligible for
membership in said Association which agrees to make no sales within the United
States, its territories or its possessions or to persons who are citizens
thereof or residents therein. If we are a member of the NASD, we agree to comply
with all applicable rules of the NASD, including, without limitation, the
provisions of Section 24 of Article III of the Rules of Fair Practice of the
NASD, or, if we are such a foreign dealer or institution, 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 Sections 8, 24
and 36 of such article as if we were such a
member, and Section 25 of such Article as it applies to a non-member broker or
dealer in a foreign country.
Pursuant to your telegram, we hereby subscribe for an allotment of
_________ shares of Common Stock and _________ Redeemable Common Stock Purchase
Warrants, and acknowledge a concession of $____ from the $______ public offering
price of the Public Shares and a concession of $.00625 from the $.125 public
offering price of the Public Warrants.
------------------------------------ ------------------------------------
Corporate or Firm Name of (Signature of Authorized.
Selected Dealer Official or Partner)
------------------------------------ ------------------------------------
Address Date Accepted
------------------------------------ ------------------------------------
Telephone Tax I.D.#
2
