Exhibit 1.1 X.X. Xxxxxxx & Co., Inc.
Xxx Xxxxxxx Xxxx Xxxxx, 00xx Xx.
Xxx Xxxx, XX 00000
NOLBO, INC.
300,000 Shares
SELECTED DEALER AGREEMENT
________, 1998
Dear Sirs:
Subject to the terms and conditions of the Underwriting Agreement with
Nolbo, Inc. (the "Company"), we have been employed to find purchasers for an
aggregate of 300,000 shares of Common Stock (the "Shares") as more fully
described in and subject to the conditions set forth in the Prospectus contained
in the Registration Statement with respect to the Shares, which has become
effective.
As Underwriter, we are offering to certain selected dealers, who are
$100,000 net capital broker/dealers and members in good standing of the National
Association of Securities Dealers, Inc. or foreign dealers who are not eligible
for membership in said Association and who will agree to be bound by the Rules
of Fair Practice of said Association and agree not to sell such Shares to any
purchaser in the United States of America or to persons who they have any reason
to believe are residents of the United States of America (herein collectively
called the Selected Dealers), the right as set forth herein to obtain
subscriptions to a portion of these Shares at the public offering price of
$_____ per Share, as set forth below and on the following terms and conditions.
1. TERMS AND CONCESSIONS: We expressly reserve the right to
accept or reject subscriptions in our discretion, either in whole or in part,
and to allot.
Except as may be otherwise expressly agreed, we agree to allow
a concession of $_____ per Share on all Shares confirmed by us. We reserve the
right to modify or change, but not decrease, the foregoing concession, and shall
be under no obligation to allow the same concession to all Selected Dealers.
2. DELIVERY AND PAYMENT: You will notify us in writing when you have
obtained subscriptions to the Shares allotted to you and have received the
purchase price therefor. You agree and covenant to transmit subscriptions in
full and without deduction for concessions
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promptly upon the receipt thereof, directly to, and for deposit in the escrow
account with Continental Stock Transfer & Trust Company, with a mailing address
of 0 Xxxxxxxx, Xxx Xxxx, XX 00000 being maintained for the benefit of the
subscribers, where they will be held until paid to the Company on the closing
date, hereinafter specified or until returned to the respective subscribers. In
the event that subscriptions for at least 200,000 Shares are obtained, you will
receive a notice from us to that effect specifying a closing date (which shall
be at least three full business days subsequent to such notice) on which
delivery will be made to you of Shares for which you have found subscribers. The
closing shall be held at the offices of Continental Stock Transfer & Trust
Company, 0 Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other place as we shall
notify you, at 12:00 noon, on such closing date. In the event that at least
200,000 Shares are not sold by ____________, 1999 (extendable at the mutual
agreement of the Company and us until ____________, 1999, plus an additional 10
business days which may be required for collection of checks), you will be so
notified, and you covenant and agree, in such event, that the proceeds of all
subscriptions received by you (other than those subscriptions returned directly
by the Escrow Agent) shall be returned without any deduction whatsoever and
without interest to the respective subscribers promptly upon receipt of notice
from us. Delivery of certificates for Shares subscribed for by purchasers found
by you and confirmed by us hereunder will take place at the closing or as soon
thereafter as practicable.
You shall instruct customers to make payment for subscriptions
to the order of "Continental Stock Transfer & Trust Co. f/b/o "Nolbo, Inc." You
acknowledge that you are familiar with NASD Notice to Members 84-7, dated
January 30, 1984, and that in accordance therewith, you will forward all
customers' checks received as payment for subscriptions directly to the
Continental Stock Transfer & Trust Co. at the address above stated by 12:00 Noon
of the next business day. All checks shall be in good funds in an amount equal
to the public offering price of the Shares subscribed for. Copies of all
transmittal letters to the Continental Stock Transfer & Trust Co. shall be
contemporaneously sent to our office. In the event that customers' checks are
made out to your order then you agree to promptly forward your own check or wire
funds to said escrow account or to endorse the check to the order of the
Continental Stock Transfer & Trust Co. Please be advised that: (i) only
non-affiliated $100,000 net capital broker/dealers may forward their own check
or wire funds or endorse checks to the order of the escrow account; and (ii) in
the event customers inadvertently make checks payable to a broker/dealer who is
not a non-affiliated $100,000 net capital broker/dealer, such checks must be
returned to such customers so that they can be made payable to "Continental
Stock Transfer & Trust Co. f/b/o Nolbo, Inc."
Certificates delivered will be in customers' names where
practicable and the balance in street name. Settlement for concessions payable
will be made as promptly as practicable after delivery of certificates. In the
event that payment is not made on a check for an accepted subscription as above
provided, we may, in addition to any other remedies provided by law, cancel such
subscription by letter, telephone or telegraph notice to you.
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3. OFFERING: Selected Dealers may immediately offer Shares for sale and
take orders therefor, but only subject to confirmation. We, in turn, are
prepared to receive subscriptions and orders, subject, as set forth above, to
acceptance and allotment by us in whole or in part. Orders transmitted to us by
telephone should be confirmed by you by letter or telegram.
You agree to make a bona fide public offering of said Shares
but you will not offer or sell any of such shares below the public offering
price before the termination of this Agreement. You also agree to abide by all
applicable provisions of the Securities Act of 1933, the Securities Exchange Act
of 1934, the Rules and Regulations under such acts and the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., and, in
particular Section 24 of such Rules of Fair Practice.
No expenses shall be charged to Selected Dealers; however, you
shall pay any transfer tax on sales of the Shares by you and you shall pay your
proportionate share of any transfer tax or other tax 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.
You further agree not to sell any of the Shares offered
hereunder to any officer, director, controlling stockholder, partner, employee
or agent of your organization, or member of the immediate family of any such
person, except as permitted under the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and the interpretations thereof.
4. TERMINATION: This Agreement shall terminate on the close of business
on _______, 1999, unless extended at the mutual agreement of the Company and us
until the close of business on _________, 1999.
You understand that the offering is being made on a "best
efforts all or none" basis with respect to 200,000 Shares, and on a "best
efforts" basis with respect to the remaining 100,000 Shares in accordance with
the terms of the Underwriting Agreement and will be terminated in the event at
least 200,000 Shares are not sold in accordance with the terms thereof. In such
event, none of the Shares to be sold hereunder shall be issued or sold; and you
agree that in such case you will promptly return all funds received by you and
which you may still be holding on account of proposed purchases of the Shares by
the persons who tendered the same, without any deduction whatsoever. In the
event of any such termination, we shall have no responsibility to you.
Notwithstanding such termination, you may remain liable to the
extent provided by law for your proportionate amount of any claim, demand or
liability which may be asserted against you alone or against you together with
other Selected Dealers and/or us, based upon the claim that the Selected Dealers
or any of them and/or we constitute an association, an unincorporated business,
or any other separate entity.
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5. USE OF PROSPECTUS: Neither you nor any other person is authorized by
the Company or by us to give any information or make any representation other
than those contained in the Prospectus in connection with the sale of the Shares
and if given or made, such information or representation must not be relied upon
as having been authorized by the Company or by us. You also agree to deliver a
copy of the Prospectus to each prospective purchaser as required by the
Securities Act of 1933, as amended, and by the Rules and Regulations thereunder.
Additional copies of the Prospectus will be supplied in reasonable quantity upon
request.
You are not authorized to act as our agent or as agent for the
Company in offering the Shares to the public or otherwise. Nothing contained
herein or otherwise shall constitute Selected Dealers partners with us or with
one another.
6. UNDERWRITER'S AUTHORITY: We shall have authority to take such action
as we deem advisable in respect of all matters pertaining to the offering or
arising hereunder. We and our agents shall be under no liability to you for or
in respect of the authorization, issue, full payment and validity of the Shares;
for or in respect of the form of, or the statements contained in or omitted from
the Prospectus, the Underwriting Agreement, or other instruments executed by the
Company or by others; for or in respect of the delivery of the Shares or the
performance by the Company or by others of any agreement on its or their part;
for or in respect of the qualification of the Shares for sale under the laws of
any jurisdiction; or for or in respect of any other matter connected with this
Agreement, except agreements expressly assumed by us herein and for lack of good
faith. No obligation not expressly assumed herein shall be implied; provided
that nothing herein contained shall be deemed to deny, exclude or impair any
liability imposed upon us or our agents as an underwriter by the Securities Act
of 1933, as amended, and the Rules and Regulations thereunder.
7. APPLICABLE SECURITIES LAWS: This offer to you to enter into this
Agreement and thereby become a Selected Dealer is conditioned upon your being
qualified under applicable securities laws, if any, to act as a dealer or broker
in securities and upon your being a member in good standing of the National
Association of Securities Dealers, Inc. This offer is also being made to foreign
dealers who are not eligible for membership in said association and who will
agree to be bound by the Rules of Fair Practice of said Association, including
but not limited to Sections 8, 24, 25 and 36 of Article III thereof, and who
further agree not to sell such Shares to any purchaser within the United States
of America or to persons who they have any reason to believe are residents of
the United States of America.
Upon application, we will inform you as to the states in which
we are advised the Shares have been qualified for sale or are exempt from
qualification under applicable securities laws; but we assume no responsibility
or obligation by reason of such information as to the right of the Company or
any Selected Dealer to offer or sell such Shares in any state. Pursuant to the
provisions of Article 23-A of the General Business Law of the State of New York,
we have filed a Further State Notice in respect to the offering and sale of the
Shares in the State of New York.
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8. COMMUNICATIONS: All communications from you to us should be
addressed to X.X. Xxxxxxx & Co., Inc., Xxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx
Xxxx, XX 00000. All communications from us and/or the Company to you shall be
deemed to have been duly given if mailed, telegraphed or telephoned to you at
the address to which this letter is mailed, unless written notification shall be
received from you of a change in address.
If you desire to become a Selected Dealer, please advise us immediately
by signing and returning to us the form of acceptance attached hereto.
Very truly yours,
X.X. XXXXXXX & CO., INC.
By:________________________________
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X.X. Xxxxxxx & Co., Inc.
Xxx Xxxxxxx Xxxx Xxxxx, 00xx Xx.
Xxx Xxxx, XX 00000
We agree to become a Selected Dealer with respect to the offering of
300,000 Shares of Common Stock (the "Shares") of Nolbo, Inc. at the public
offering price of $6.00 per Share as outlined in this Agreement, and we
acknowledge receipt of the Prospectus, dated _______________, 1998 relating to
such Shares.
We agree to obtain subscriptions, on the terms set forth in this
Agreement, for _________________ Shares of Nolbo, Inc. and, upon receipt of
payment from subscribers, to remit payment directly to the escrow agent before
noon of the next business day following receipt thereof.
We confirm that we are a member in good standing of the National
Association of Securities Dealers, Inc. and we agree to abide by the "Rules of
Fair Practice" of the Association and the interpretations thereof. We also
confirm that in connection herewith, we have relied solely on the Prospectus and
upon no other representations or statements whatsoever.
Dated: _____________, 1998
________________________________
(Name of Selected Dealer)
________________________________
(Address)
________________________________
(Telephone Number)
By _____________________________
(Title)
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