Exhibit 1.2
BANC STOCK FINANCIAL SERVICES, INC.
0000 XXXXXXX XXXX, XXXXX 000
XXXXXXXX, XXXX 00000
(000) 000-0000
NORTHERN STAR FINANCIAL, INC.
UP TO 329,000 SHARES OF COMMON STOCK
SELECTED DEALER'S AGREEMENT
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Columbus, Ohio
_______________, 1998
[NAME AND ADDRESS OF DEALER]
Gentlemen:
Banc Stock Financial Services, Inc. (the "Sales Agent"), as Sales Agent
for Northern Star Financial, Inc., a Minnesota corporation (the "Company"),
invites your participation as a Selected Dealer ("Selected Dealer") in an
offering of up to 329,000 Shares of Common Stock, $0.01 par value (the
"Shares"). The Sales Agent is offering the Shares, as agent for the Company, on
a "157,000 Shares minimum, 329,000 Shares maximum best efforts" basis, pursuant
to a Registration Statement filed under the Securities Act of 1933, as amended
(the "Act"), subject to the terms of (a) its Agency Agreement with the Company,
(b) this Agreement and (c) the Sales Agent's instructions which may be forwarded
to the Selected Dealers from time to time. This invitation is made by the Sales
Agent only if the Shares may be lawfully offered by dealers in your state. The
terms and conditions of this invitation are as follows:
1. Acceptance of Orders. Orders received from the Selected
Dealers will be accepted only at the price, in the amounts and
on the terms which are set forth in the Company's current
Prospectus.
2. Selling Concession. All Selected Dealers will be allowed on
all Shares sold by them, a commission of 4% of the total sales
price (61.5% of the full 6.5% commission or $0.40 per Share)
as shown in the Company's current Prospectus. Each Selected
Dealer will, in connection with this participation, comply
with the provisions of Rule 2740 of the National Association
of Securities Dealers, Inc. ("NASD") Conduct Rules and will
not grant any concessions, discounts or any other allowances
which are not permitted by those rules.
3. Selected Dealer Sales. The Selected Dealer shall purchase the
Shares for its customers only through the Sales Agent, and all
such purchases shall be made only upon orders already received
by the Selected Dealer from its customers. No
Shares may be purchased for the account of the Selected Dealer
or its principals. In all sales of the Shares hereunder, the
Selected Dealer shall confirm as agent for a member of the
public.
4. Delivery of Funds. The Selected Dealer shall promptly transmit
to the escrow agent, no later than 12:00 noon of the date
subsequent to the receipt of funds received from purchasers,
and a confirmation or a record of each sale which shall set
forth the name, address and social security number of each
individual purchaser, the number of Shares purchased, and, if
there is more than one registered owner, whether the
certificate or certificates evidencing the securities
comprising the Shares purchased are to be issued to the
purchaser in joint tenancy or otherwise. Also, each Selected
Dealer shall report, in writing, to the Sales Agent, the
number of persons in each such state who purchase the Shares
from Selected Dealers. Each sale may be rejected by the Sales
Agent; and if rejected, the escrow agent will directly return
funds to the rejected customer.
5. Payment for Sales. Payment for the Company's Shares shall
accompany all confirmations and applications and shall be in
clearing house funds. All checks and other orders for the
payment of money shall be made payable to the escrow agent for
deposit into an escrow account maintained at United Bankers
Bank at 0000 X. 00xx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000. All
subscribers' checks are to be made payable to "United Bankers
Bank - Escrow Account (wire transfer instructions enclosed)
for the Benefit of the Subscribers to Northern Star Financial,
Inc. Securities." Shares sold by the Selected Dealer will be
available for delivery at the office of the Sales Agent,
unless other arrangements are made with the Sales Agent for
delivery.
6. Deposit of Sales Proceeds. The proceeds from the sale of all
of the Shares sold in the offering (the "Offering Proceeds")
will be deposited in the escrow account discussed in paragraph
0 hereof. In the event that Offering Proceeds in an amount of
$1,570,000 have not been deposited and cleared within
____________ (______) days from the date the Company's
Registration Statement is declared effective (unless extended
by the Sales Agent with the written consent of the Company,
for an additional _________________ (______) days), the full
amount paid will be refunded to the purchasers. No
certificates evidencing the securities comprising the Shares
will be issued unless and until Offering Proceeds in an amount
of $1,570,000 have been cleared and such funds have been
released and the net proceeds thereof delivered to the
Company. If Offering Proceeds in an amount of $1,570,000 are
cleared within the time period provided above, all amounts so
deposited will be delivered to the Company, except that the
Sales Agent may deduct its underwriting commissions and the
unpaid portion of its expense allowance from the proceeds of
the offering prior to the delivery of such proceeds to the
Company. No commissions will be paid by the Company or
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concessions allowed by the Sales Agent unless and until
Offering Proceeds in the amount of $1,570,000 have been
cleared and such funds have been released and the net proceeds
thereof delivered to the Company.
7. Failure of Order. If an order is rejected or if a payment is
received which proves insufficient, any compensation paid to
the Selected Dealer shall be returned either by the Selected
Dealer in cash or by a charge against the account of the
Selected Dealer, as the Sales Agent may elect.
8. Conditions of Offering. All sales will be subject to delivery
by the Company of certificates evidencing the securities.
9. Selected Dealer's Undertakings. No person is authorized to
make any representations concerning the Company's Shares
except those contained in the Company's then current
Prospectus. The Selected Dealer will not sell the Company' s
Shares pursuant to this Agreement unless the Prospectus is
furnished to the purchaser at least forty-eight (48) hours
prior to the mailing of the confirmation of sale, or is sent
to such persons under such circumstances that it would be
received by him forty-eight (48) hours prior to his receipt of
a confirmation of the sale. The Selected Dealer agrees not to
use any supplemental sales literature of any kind without
prior written approval of the Sales Agent unless it is
furnished by the Sales Agent for such purpose. In offering and
selling the Company's Shares, the Selected Dealer will rely
solely on the representations contained in the Company's then
current Prospectus. Additional copies of the then current
Prospectus will be supplied by the Sales Agent in reasonable
quantities upon request.
The Selected Dealer understands that during the ninety (90)
day period after the first date upon which the Company's
Shares are bona fide offered to the public, all dealers
effecting transactions in the Company's Shares may be required
to deliver the Company's current Prospectus to any purchaser
thereof prior to or concurrent with the receipt of the
confirmation of sale. Additional copies of the then current
Prospectus will be supplied by the Sales Agent in reasonable
quantities upon request.
10. Representations and Agreements of Selected Dealers. By
accepting this Agreement, the Selected Dealer represents that
either (a) it is registered as a broker/dealer under the
Securities and Exchange Act of 1934, as amended; is qualified
to act as a dealer in the states or other jurisdictions in
which it offers the Company's Shares; is a member in good
standing with the National Association of Securities Dealers,
Inc. ("NASD"), and will maintain such registrations,
qualifications, and memberships throughout the terms of this
Agreement or (b) is a foreign bank, dealer or institution not
eligible for membership in the NASD
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which agrees to make no sales in the United States, its
territories or possessions or to persons who are citizens
thereof or residents therein, and in making sales will comply
with the NASD's interpretation with respect to free-riding and
withholding (IM-2110-1). Further, the Selected Dealer agrees
to comply with all applicable Federal laws, the laws of the
state or other jurisdictions concerned and the Rules and
Regulations of the NASD, and the particular Selected Dealer
agrees that in connection with any purchase or sale of the
Company' s Shares wherein a selling concession, discount or
other allowance is received or granted (i) that it will comply
with the decisions of Rule 2740 of the NASD's Conduct Rules or
(ii) if a non-NASD member, broker or dealer in a foreign
country, it will also comply with the provisions of Rules 2730
and 2750 of the NASD Conduct Rules as though it were a NASD
member and with the provisions of Rule 2420 as such Rule 2420
applies to a non-NASD member, broker or dealer in a foreign
country. Further, the Selected Dealer agrees that it will not
offer to sell the Company's Shares in any state or
jurisdiction except the states in which it is licensed as a
broker/dealer under the laws of such states. The Selected
Dealer shall not be entitled to any compensation during any
period in which it has been suspended or expelled from
membership in the NASD.
11. Selected Dealer's Employees. By accepting this Agreement, the
Selected Dealer has assumed full responsibility for proper
training and instruction of its representatives concerning the
selling methods to be used in connection with the offer and
sale of the Company's Shares, giving special emphasis to the
principles of suitability and full disclosure to prospective
investors and prohibitions against "free-riding and
withholding."
12. Indemnification. The Company has agreed in the Agency
Agreement to indemnify and hold harmless the Sales Agent
(including within the definition of Sales Agent, any member of
the Selected Dealer group) and each person, if any, who
controls the Sales Agent within the meaning of Section 15 of
the Act or under any other statute or at common law and will
reimburse the Sales Agent and each such person specified as
above for any legal or other expenses (including the cost of
any investigation and preparation) reasonably incurred by them
or any of them in connection with any litigation or claim
whether or not resulting in any liability, but only insofar as
such losses, claims, damages, liabilities or actions arise out
of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration
Statement or any amendment or supplement thereto or in any
preliminary or final Prospectus or any Blue Sky application or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein necessary to make the statements therein not
misleading, all as of the date when the Registration Statement
or such post-effective amendment, or the filing of any such
Blue Sky application as the case may be, becomes effective or
any untrue statement or
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alleged untrue statement of a material fact contained in any
preliminary prospectus or final prospectus (as amended or as
supplemented thereto), or arise out of or are based upon the
omission to state therein a material fact required to be
stated therein or necessary in order to make the statement
therein, not misleading; provided however, that the indemnity
agreement contained in this paragraph 0 shall not apply to
amounts paid in settlement of any such litigation if such
settlement is effected without the consent of the Company nor
shall it extend to any Sales Agent or any person controlling
the Sales Agent in respect of any such losses, claims,
damages, liabilities or actions arising out of, or based upon
any such untrue statement or omission was made in reliance
upon and in conformity with written information furnished to
the Company by the Sales Agent on behalf of such Sales Agent
specifically for use in connection with the preparation of the
Registration Statement, the Prospectus or any such amendment
thereof or supplement thereto or Blue Sky application.
13. Selected Dealer's Indemnification. The Selected Dealer agrees
to indemnify and hold harmless the Company, the Sales Agent,
each of the Company's officers and directors who signed the
Registration Statement, and each person, if any, who controls
the Company and the Sales Agent within the meaning of Section
15 of the Act, against any and all loss, liability, claim,
damage and expense (a) described in the indemnity contained in
paragraph 0 of this Agreement, but only with respect to untrue
statements or omissions or alleged untrue statements or
omissions, made in the Registration Statement or the
Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to
the Company by such Selected Dealer expressly for use in the
Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) or (b)
based upon alleged misrepresentations or omission to state
material facts in connection with statements made by the
Selected Dealer or the Selected Dealer's salesmen orally or by
other means; and the Selected Dealer will reimburse the
Company, the Sales Agent, each of the Company's officers and
directors who signed the Registration Statement and each
person, if any, who controls the Company and the Sales Agent
within the meaning of Section 15 of the Act, for any legal or
other expenses reasonably incurred in connection with the
investigation of or the defending of any such action or claim;
or (c) for a violation of state securities or "Blue Sky" laws
for liability occasioned by reason of such Selected Dealer's
failure to have been registered as a broker/dealer or for
misrepresentations in or omission from oral representations
made by such Selected Dealer in connection with the sale of
such securities.
14. Required Notices and Claims. Each indemnified party is
required to give prompt notice to each indemnifying party of
any action commenced against it respect of which indemnity may
be sought hereunder, but failure to so notify an
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indemnifying party shall not relieve it from any liability
which it may otherwise have because of the indemnification
provisions hereof. Any indemnifying party may participate at
its own expense in the defense of such action. If it so elects
within a reasonable time after receipt of such notice, and
indemnifying party, jointly with any other indemnifying
parties receiving such notice, may assume the defense of such
action with counsel chosen by it and approved by the
indemnified parties defendant in such action, unless such
indemnified parties reasonably object to such assumption on
the ground that there may be legal defenses available to them
which are different from or in addition to those available to
such indemnifying parties and shall not be liable for any fees
and expenses of counsel for the indemnified parties incurred
thereafter in connection with such action. In no event shall
the indemnifying parties be liable for the fees and expenses
of more than one counsel for all indemnified parties in
connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the
same general allegations or circumstances.
15. Expenses. No expenses will be charged to Selected Dealers. A
single transfer tax, if any, on the sale of the Shares by the
Selected Dealer to its customers will be paid when such Shares
are delivered to the Selected Dealer for delivery to its
customers. However, the Selected Dealer will pay its
proportionate unit of transfer tax or any other tax (other
than the single transfer tax described above) if any such tax
shall be from time to time assessed against the Sales Agent
and other Selected Dealers.
16. Communications. All communications to the Sales Agent should
be sent to the address shown on the first page of this
Agreement. Any notice to the Selected Dealer shall be properly
given if mailed or telephoned to the Selected Dealer. This
Agreement shall be construed according to the laws of the
State of Ohio.
17. Assignment and Termination. This Agreement may not be assigned
by the Selected Dealer without the Sales Agent's written
consent. This Agreement will terminate upon the termination of
the offering of the Shares except that either party may
terminate this Agreement at any time by giving written notice
to the other party.
Very truly yours,
BANC STOCK FINANCIAL SERVICES, INC.
By: ____________________________________
Xxxxxxx X. Xxxxxx, President
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(LETTER TO BE PLACED ON DEALER'S STATIONARY)
Date
XX. XXXXXXX X. XXXXXX
PRESIDENT
BANC STOCK FINANCIAL SERVICES, INC.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxx 00000
Dear Xx. Xxxxxxx:
We hereby subscribe for ________________ Shares of Northern Star
Financial, Inc., in accordance with the terms and conditions stated in the
foregoing Selected Dealers Agreement. We hereby acknowledge receipt of the
Prospectus referred to in the Selected Dealers Agreement. We further state that
in purchasing said Shares we have relied upon said Prospectus and upon no other
statement whatsoever, whether written or oral. We confirm that we are a dealer
actually engaged in the investment banking or securities business and that we
are either (i) a member in good standing of the National Association of
Securities Dealers, Inc. (NASD); or (ii) a dealer with its principal place of
business located outside the United States, its territories and its possessions
and not registered as a broker or dealer under the Securities Exchange Act of
1934, as amended, who hereby agrees not to make any sales within the United
States, its territories or its possessions or to persons who are nationals
thereof or residents therein. We hereby agree to comply with the provisions of
Rule 2740 of the Conduct Rules of the NASD, and if we are a foreign dealer and
not a member of the NASD, we also agree to comply with the NASD's interpretation
with respect to free-riding and withholding, to comply, as though we were a
member of the NASD, with provisions of Rules 2730 and 2750 of such Conduct
Rules, and to comply with Rule 2420 thereof as that Rule applies to non-member
foreign dealers.
Firm:
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Date: , 1998 By:
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(Name and position)
Address:
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Telephone No:
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