EXHIBIT 1.2
VTR Capital, Inc.
00 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
THE HAVANA GROUP, INC.
460,000 Units
SELECTED DEALER AGREEMENT
, 1998
Dear Sirs:
We, as the Underwriter named in the below referred to Prospectus (the
"Underwriter") have agreed, subject to the terms and conditions of the
Underwriting Agreement dated this date (the "Underwriting Agreement") to
purchase from The Havana Group, Inc. (the "Company") at the price set forth
on the cover of such Prospectus, the above referred to 460,000 Units, each
consisting of one (1) share of Common Stock, $.001 par value per share
("Common Stock") and two (2) Class A Redeemable Common Stock Purchase
Warrants ("Warrants"), and up to an additional 69,000 Units, offered
pursuant to an over-allotment option (collectively being called the "Units").
Each Warrant is exercisable to purchase (1) share of Common Stock. The
Units and certain of the terms on which they are being purchased and offered
are more fully described in the enclosed Prospectus (the "Prospectus").
Additional copies of the Prospectus will be supplied to you, in reasonable
quantities upon request.
We, as the Underwriter, are offering to certain dealers ("Selected
Dealers"), among whom we are pleased to include you, part of the Units, at
the public offering price less a concession of $.__ per Unit. The offering
to Selected Dealers is made subject to the issuance and delivery of the Units
to us and their acceptance by us, to the approval of legal matters by our
counsel, and to the terms and conditions hereof, and may be made by us on the
basis of the reservation of Units or an allotment against subscription, or
otherwise in our discretion.
The initial public offering price of the Units is set forth in the
Prospectus. With our consent, Selected Dealers may allow a discount of not
in excess of $.__ per Unit in selling the Units to other dealers meeting the
requirements of the specifications set forth in the affirmation of dealers
contained in the attached Acceptance and Order. Upon our request, you will
notify us of the identity of any dealer to whom you allow such a discount and
any Selected Dealer from whom you receive such a discount.
All orders will be strictly subject to confirmation and we reserve the
right in our uncontrolled discretion to reject any order in whole or in part,
to accept or reject orders in the order of their receipt or otherwise, and to
allot. You are not authorized to give any information or make any
representation other than as set forth in the Prospectus in connection with
the sale of any of the Units.
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No dealer is authorized to act as agent for the Underwriter, or for the
Company or the Selling Security Holders, when offering any of the Units.
Nothing contained herein shall constitute the Selected Dealers partners with
us or with one another.
Upon release by us, you may offer the Units at the public offering
price, subject to the terms and conditions hereof. We may, and the Selected
Dealers may, with our consent, purchase Units from and sell Units to each
other at the public offering price less a concession not in excess of the
concession to Selected Dealers.
Payment for Units purchased by you is to be made at our office (or at
such other place as instructed) at the public offering price, on such date as
we may advise, on one day's notice to you, by certified or official bank
check in New York Clearing House funds payable to our order. Delivery to you
of certificates for the Common Stock and Warrants included in the 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 concession payable to you will be paid as soon as practicable after
the closing.
This Agreement shall terminate at the close of business on the 45th day
after the effective date of the Registration Statement. We may terminate
this Agreement at any time prior thereto by notice to you. Notwithstanding
the termination of this Agreement, you shall remain liable for your
proportionate share of any transfer tax or any liability which may be
asserted or assessed against us or Selected Dealers based upon the claim that
the Underwriter and the Selected Dealers, or any of them, constitute a
partnership, association, unincorporated business or other entity, including
in each case your proportionate share of expenses incurred in defending
against any such claim or liability.
In the event that, prior to the termination of this Agreement, we
purchase in the open market or otherwise any Units delivered to you, you
agree to repay to us for the account of the Underwriter the amount of the
above concession to Selected Dealers plus brokerage commissions and any
transfer taxes paid in connection with such purchase; which amounts can be
withheld from the concession otherwise payable to you hereunder. Certificates
for the Common Stock and Warrants included in the Units delivered on any such
purchase need not be the identical certificates originally issued to you.
At any time prior to the termination of this Agreement, you will, upon
our request, report to us the number of Units purchased by you under this
Agreement which then remain unsold and will, upon our request, sell to us for
the account of the Underwriter the number of such unsold Units that we may
designate, at the public offering price less an amount to be determined by us
not in excess of the concession allowed you.
We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the offering, including,
without limitation, stabilization and over-allotment. We shall be under no
liability to you except for our lack of good faith and for obligations
assumed by us in this Agreement, except that you do not waive any rights that
you may have under the Securities Act of 1933, as amended (the "1933 Act"),
or the rules and regulations thereunder.
Upon application to us, we will inform you of the states and other
jurisdictions of the United States in which it is believed that the Units are
qualified for sale under, or are exempt from the
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requirements of, their respective securities laws, but we assume no
responsibility with respect to your right to sell Units in any jurisdiction.
We have filed a Further State Notice with respect to the Units with the
Department of State of the State of New York.
You confirm that you are familiar with Rule 15c2-8 under the Securities
Exchange Act of 1934 (the "1934 Act"), relating to the distribution of
preliminary and final prospectuses, and confirm that you have complied and
will comply therewith (whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the 1934 Act). We will make available
to you, to the extent made available to us by the Company such number of
copies of the Prospectus as you may reasonably request for purposes
contemplated by the 1933 Act, the 1934 Act, and the rules and regulations
thereunder.
Your attention is directed to Regulation M under the 1934 Act, which
contains certain prohibitions against trading by a person interested in a
distribution until such person has completed its participation in the
distribution. You confirm that you will at all times comply with the
provisions of such Regulation in connection with this offering.
Any notice from us shall be deemed to have been duly given if
telephoned, and subsequently mailed or transmitted by any standard form of
written tele-communication to you at the address to which this Agreement is
mailed, or if so mailed or transmitted in the first instance.
Please advise us promptly by telephone or any standard form of written
tele-communication of the principal amount of Units ordered by you and
confirm your agreement hereto by signing the Acceptance and Order on the
enclosed duplicate hereof and returning promptly such signed duplicate copy
to VTR Capital, Inc.,17 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000. Upon receipt
thereof, this instrument and such signed duplicate copy will evidence the
agreement between us.
Very truly yours,
VTR CAPITAL, INC.
By:
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ACCEPTANCE AND ORDER
VTR Capital, Inc.
00 Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
We hereby enter our order for ______ Units of The Havana Group, Inc.
under the terms and conditions of the foregoing Agreement.
We agree to all the terms and conditions stated in the foregoing
Agreement. We acknowledge receipt of the Prospectus relating to the above
Units and we further state that in entering this order we have relied upon
said Prospectus and no other statements whatsoever, written or oral. We
affirm that we are either (i) a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD") or (ii) a dealer with
its principal place of business located outside the United States, its
territories, or possessions and not registered under the Securities Exchange
Act of 1934 and not eligible for membership in the NASD, who hereby agrees to
make no sales within the United States, its territories or its possessions or
to persons who are nationals thereof or residents therein, and in making any
sales, to comply with the NASD's interpretation with respect to free-riding
and withholding, as well as all other pertinent interpretations of the NASD
that may be applicable to us. We also affirm and agree that we will promptly
re-offer any Units purchased by us in conformity with the terms of the
offering and in conformity with the NASD Conduct Rules of the NASD,
(including, without limitation, Rules 2730, 2740, 2420 and 2750) and all
applicable Rules and Regulations promulgated under the Securities Exchange
Act of 1934.
Date: , 1998 ------------------------------
(Name of Selected Dealer)
By:
----------------------------
(Authorized Signature)
Address:
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