77.0-2
UNDERWRITING
The underwriters named below, for whom Xxxxx Xxxxxx Inc., Xxxxxxx Xxxxx &
Company and PaineWebber Incorporated are acting as Representatives, have
severally agreed, subject to the terms and conditions contained in the
Underwriting Agreement, to purchase, and the Company and the Selling
Stockholders have agreed to sell, the aggregate number of shares of Common Stock
indicated below opposite their names.
Underwriter Number of Shares
----------- ----------------
Xxxxx Xxxxxx 778,000
Xxxxxxx Xxxxx & Company 777,000
PaineWebber Incorporated 777,000
Xxxx Xxxxx & Sons Incorporated 62,000
The Chicago Corporation 42,000
Xxxxxxx, Xxxxxx & Co. 42,000
Xxxxxxxx & Xxxxxxxx Incorporated 42,000
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corporation 62,000
X.X.Xxxxxxx & Sons, Inc. 62,000
EVEREN Securities, Inc. 42,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 42,000
XxXxxxxx & Company Securities Inc. 42,000
Xxxxxxxxxxx & Co., Inc. 62,000
Xxxxx Xxxxxxx Inc. 42,000
The Xxxxxxxx-Xxxxxxxx Company, Inc. 42,000
Xxx Xxxxxx & Company 42,000
---------
Total 3,000.000
=========
The nature of the Underwriters' obligations under the Underwriting
Agreement is such that all shares covered by the over-allotment option granted
to the Underwriters must be purchased if any are purchased.
The Underwriters have advised the Company and the Selling Stockholders that
the several Underwriters propose to offer the Common Stock to the public
initially at the public offering price set forth on the cover page of this
Prospectus and to selected dealers at such price less a concession of not more
than $0.52 per share. The Underwriters may allow, and such dealers may reallow,
a concession not in excess of $0.10 per share to certain other dealers. The
public offering price and concessions and reallowances to dealers may in the
future be changed by the Representatives.
The Company and the Selling Stockholders have granted to the Underwriters
an option, exercisable within 30 days after the date of this Prospectus, to
purchase up to an additional 271,475 and 178,525 shares of Common Stock,
respectively, to cover over-allotments, at the same price per share to be paid
by the Underwriters for the other shares offered hereby. All of the shares of
Common Stock offered by the Company pursuant to such over-allotment option must
be purchased before any shares are purchased from the Selling Stockholders
thereunder. If the Underwriters purchase any such additional shares pursuant to
this option, each of the Underwriters will be committed to purchase such
additional shares in approximately the same proportion as set forth in the table
above. The Underwriters may exercise the option only for the purpose of
covering over-allotments, if any, made in connection with this offering.
The Company, the Selling Stockholders and the Company's directors and
executive officers have agreed, subject to certain exceptions, that they will
not, directly or indirectly, offer, sell contract to sell otherwise dispose of
or transfer any Common Stock of the Company, or any security convertible into,
or exercisable or exchangeable for, such Common Stock for a period of 90 days
after the date of this Prospectus without the prior written consent of Xxxxx
Xxxxxx Inc., which may be granted or withheld in its sole discretion, except for
the Common Stock offered hereby and, with respect to the Company, except for the
grant of stock options under the 1994 Plan and the Outside Director Plan, the
issuance of shares upon the conversion or exercise of options under granted
under such plans and the exercise of warrants which are currently outstanding or
which the Company is obligated to issue.
The rules of the Commission generally prohibit the Underwriters from making
a market in the Common Stock during the two business day period prior to
commencement of sales in this offering (the "Cooling Off Period"). The
Commission has, however, adopted Rule 10b-6A ("Rule 10b-6A") which provides an
exemption from such prohibition for certain passive market making transactions.
Such passive market making transactions must comply with applicable price and
volume limits and must be identified as
