Exhibit 1.1
PROPOSED SELECTED DEALER AGREEMENT
Dear Sirs:
Subject to the terms and conditions of the Underwriting Agreement with _______
we have been employed to find purchasers for an aggregate of 510,000 Units of
Common Stock of Summa Metals Corp., (the "Company") (on a best efforts, 130,000
Units or none basis as to the minimum offering, and on a best efforts basis
thereafter up to 510,000 Units), as more fully described in and subject to the
conditions set forth in the Prospectus contained in the Registration Statement
on Form SB-2 under the Securities Act of 1933 with respect to the which is
effective. The public offering price is $6.00 per Unit.
As Underwriters, we are offering to certain selected dealers who are members in
good standing of the National Association of Securities Dealers Inc. ("NASD")
(herein collectively called the "Selected Dealers") the right as set forth
herein to subscribe to a portion of the Shares at the public offering price of
$6.00 per Unit, less a concession as set forth below and on the following terms
and conditions; provided, however, that no NASD member may re-allow commissions
to any non-member broker-dealer.
1. Terms and Allotments. We expressly reserve the right to accept or reject in
our discretion, either in whole, or in part, and to allot and over-allot. In the
case of over-allotment, we agree to accept subscriptions, up to the amount of a
Selected dealer's Allotment, in the order of their receipt by us. If the
above-described offering is over allotted, we agree to notify you as soon as
practicable if we may not be able to fill orders for the entire number of Shares
indicated on your acceptance hereof.
2. Concessions. Except as may otherwise expressly be 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 concessions, and shall be
under no obligation to allow the same concession to all Selected Dealers. We
reserve the right not to pay such concession on Shares purchased by members from
us and repurchased by us at or below the public offering price prior to
termination of this Agreement.
Subscribers will be permitted to purchase only whole number of Units in round
lots as the Company will issue no fractional Units.
3. 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. All checks received in payment for the Shares shall be payable to "
Summa Metals Corp./Escrow Account". You agree and covenant to transmit such
subscriptions (if any) without deduction for concessions promptly upon the
receipt thereof, (but in any event by noon of the business day following
receipt) to American Transfer & Trust, Inc. for deposit in Union Bank & Trust
Company, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Depository"), where they
will be held until paid to the Company on the closing date, hereinafter
specified or until returned to the respective subscribers. Each transmittal of
funds to the escrow account must be accompanied by a transmittal letter
specifying the total amount transmitted and the name, address, tax I.D. number
and number of Units purchased for each subscriber whose funds are being
transmitted. A copy of such letter must be sent to us at ____. In the event that
subscriptions for a minimum of 130,000 Units are obtained, you will receive a
notice from us to that effect specifying a closing date on which delivery will
be made to you of Units purchased by you pursuant hereto against payment
therefor at the public offering price. The closing shall be held at the offices
of ____ on such closing date. In the event that a minimum of 130,000 units are
not sold prior to _____ 1998, (90 days form the Effective Date) or the date 90
days thereafter if we have notified you of such extension, your will be so
notified, and you covenant and
agree, in such event, that all subscriptions received by you (other than those
subscriptions returned directly by the Escrow Agent) shall be returned promptly
upon receipt of notice from us. Delivery of certificates for Units subscribed
for by you and confirmed by us hereunder will take place at the closing or as
soon thereafter as practicable. Certificates delivered will be in customer's
names where practicable and the balance in street name and, in denominations of
1,000 units. Settlement for concessions payable will be made as promptly as
practicable after 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.
4. Offering. Selected Dealers may immediately offer Units 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 Units, but you will not
offer or sell any of such Units 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, as amended, the Securities Exchange Act of 1934, and the Rules and
Regulations under such Acts.
You agree, upon our request, at any time or times prior to the termination of
this Agreement to report to us as to the number of Units purchased by you
pursuant to the provisions hereof which then remain unsold and sell to us, for
our account, such portion of such unsold Units as we may designate, at the
public offering price less an amount to be determined by us not in excess of
the concession allowed to you.
No expenses shall be charged to Selected Dealers; however, you shall pay any
transfer tax on sales of the Units 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 Units 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.
5. Blue Sky. You agree to limit your offers and sales of the to the following
state in which you are qualified to act as a broker or dealer in securities:
6. Termination. This Agreement shall terminate 90 days from the Effective Date
unless the offering is extended for an additional 90 days or unless sooner
terminated by us by notice to you for any reason.
You understand that the offering is being made on a 130,000 Units or none best
efforts basis, as to the minimum of 130,000 Units by the Underwriter in
accordance with the terms of the Underwriting Agreement and will be terminated
in the event 130,000 Units' are not sold in accordance with the terms thereof.
In such event, none of the Units 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 that you may be holding on account of proposed purchases of the Units to
the persons who tendered the same, without deduction. In the event of any
termination, the Underwriter 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.
7. 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 Units and,
if given or made, such information or representation must not be relied upon as
having been authorized by the Company or us. You also agree to deliver a copy of
the Prospectus to each prospective purchaser as required by the Securities Act
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 Units to the public or otherwise. Nothing contained herein or
otherwise shall constitute Selected Dealers partners with us or with one
another.
8. 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, non-accessibility or validity
of the Shares or the component securities thereof; 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 qualifications 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 obligations 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 state or federal
securities law.
9. Applicable Securities Laws. By accepting this offer to become a Selected
Dealer, you represent to the Underwriter that you are qualified under the
Securities Exchange Act of 1934 and the Blue Sky laws of any State in which you
offer the Shares, as a dealer or broker in securities, and that you are a member
in good standing of the National Association of Securities Dealers, Inc.;
provided, however, that no NASD member may reallocate commission to any
non-member broker-dealer. Alternatively, this offer may be accepted by a foreign
dealer not eligible for membership in the NASD who agrees not to re-offer,
resell or deliver the Shares in the United States or to persons to whom it has
reason to believe are citizens or residents of the United States and, in making
sales, to comply with NASD's Interpretation with Respect to Free-Riding and
Withholding and Sections 8, 24 and 36 of Articles III of the NASD's Rules of
Fair Practice as if such foreign dealer were an NASD member and Section 25 of
such Article III as it applies to a nonmember broker or dealer in a foreign
country.
10. Communications. All communications from you to us should be addressed to
______. 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,
By Dated
Dear Sirs:
We agree to become a Selected Dealer with respect to the offering of Units of
Common Stock of Summa Metals Corp. at the public offering price of $6.00 per
Unit as outlined in this Agreement, and we acknowledge receipt of the
Prospectus, dated _____, 1998.
We agree to subscribe on the terms set forth in this Agreement for
________________ Units of Common Stock of Summa Metals Corp,, as described in
the Prospectus, and to make payment for such securities within (10) days of the
date of the confirmation from you of our order, provided that funds received
from our customers on subscription for Shares shall be transmitted to American
Securities Transfer & Trust, Inc. for deposit in Summa Metals Corp./Escrow
Account in Union Bank & Trust Co. in accordance with Rule 15c2-4.
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 National Association of Securities Dealers, Inc., and the interpretations
thereof.
DATED
Signature of Selected Dealer
Address:
Phone:
