EXHIBIT 1.2
FORM OF
SELECTED DEALER AGREEMENT
January _____________, 1999
CARDINAL CAPITAL MANAGEMENT, INC.
000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Dear Sirs:
In connection with public offerings of securities underwritten by you, or
by a group of Underwriters represented by you, we understand that we may be
offered the opportunity to purchase a portion of such securities, as principal,
at a discount from the offering price representing a selling concession or
reallowance granted as consideration for services rendered by us in the
distribution of such securities. You request that we agree to the following
terms and provisions, and make the following representations, which, together
with any additional terms and provisions set forth in any wire or letter sent to
us in connection with a particular offering, will govern all such purchases of
securities and the reoffering thereof by us.
OUR SUBSCRIPTION TO, OR PURCHASE OF, SUCH SECURITIES WILL CONSTITUTE OUR
REAFFIRMATION OF THIS AGREEMENT.
1. When you are acting as representative (the "Representative") of the
Underwriters in offering securities to us, it is understood that all offers are
made subject to prior sale of the subject securities, when, as and if such
securities are delivered to and accepted by the Underwriters and subject to the
approval of legal matters by their counsel. In such cases, any order from us
for securities will be strictly subject to confirmation and you reserve the
right in your uncontrolled discretion to reject any order in whole or in part.
Upon release by you, we may reoffer such securities at the public offering price
fixed by you. With your consent, we may allow a discount, not in excess of the
reallowance fixed by you, in selling such securities to other dealers, provided
that in doing so we comply with the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD"). Upon your request, we will advise you of
the identity of any dealer to whom we allow such a discount and any Underwriter
or dealer from whom we receive such a discount. After the securities are
released for sale to the public, you may vary the offering price and other
selling terms.
2. We represent 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 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 (a "non-member foreign
dealer") or (iii) a bank not eligible for membership in the NASD. If we are a
non-member foreign dealer, we agree to make no sales of securities within the
United States, its territories or its possessions or to persons who are
nationals thereof or residents therein. Non-member foreign dealers and banks
agree, in making any sales, to comply with the NASD's interpretation with
respect to free-riding and withholding. In accepting a selling concession where
you are acting as Representative of the Underwriters, in accepting a reallowance
from you whether or not you are acting as such Representative, and in allowing a
discount to any other person, we agree to comply with the provisions of NASD
Conduct Rules 2740 and IM-2740, and, in addition, if we are a non-member foreign
dealer or bank, we agree to comply, as though we were a member of the NASD, with
the provisions of NASD Conduct Rules 2730 and 2750 and to comply with NASD
Conduct Rule 2420 and IM-2420-1 as that Rule and Interpretive Material apply to
a non-member foreign dealer or bank. We represent that we are fully familiar
with the above provisions of the NASD Conduct Rules and Interpretive Material
relating thereto.
3. If the securities have been registered under the Securities Act of
1933, as amended (the "Securities Act"), in offering and selling such securities
we are not authorized to give any information or make any representation not
contained in the prospectus relating thereto. We confirm that we are familiar
with the rules and policies of the Securities and Exchange Commission relating
to the distribution of preliminary and final prospectuses, and we agree that we
will comply therewith in any offering covered by this Agreement. If you are
acting as Representative of the Underwriters, you will make available to us, to
the extent made available to you by the issuer of the securities, such number of
copies of the prospectus or offering documents, for securities not registered
under the Securities Act, as we may reasonably request.
4. If you are acting as Representative of the Underwriters of securities
of an issuer that is not required to file reports under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), we agree that we will not sell any
of the securities to any account over which we have discretionary authority.
5. Payment for securities purchased by us is to be made at your office,
000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxx 00000 (or at such other place
as you may advise), at the offering price less the concession allowed to us, on
such date as you may advise, by certified or official bank check (or such other
funds as you may advise), payable to your order, against delivery of the
securities to be purchased by us. If we are a member of The Depository Trust
Company, you shall have authority to
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make appropriate arrangements for payment for and delivery of our securities
through its facilities.
6. In the event that, prior to the completion of the distribution of
securities covered by this Agreement, you purchase in the open market or
otherwise any securities delivered to us, if you are acting as Representative of
the Underwriters, we agree to repay you for the accounts of the Underwriters the
amount of the concession allowed to us plus brokerage commissions and any
transfer taxes paid in connection with such purchase.
7. At any time prior to the completion of the distribution of securities
covered by this Agreement we will, upon your request as Representative of the
Underwriters, report to you the amount of securities purchased by us which then
remains unsold and will, upon your request, sell to you for the account of one
or more of the Underwriters such amount of such unsold securities as you may
designate, at the public offering price less an amount to be determined by you
not in excess of the concession allowed to us.
8. If you are acting as Representative of the Underwriters, upon
application to you, you will inform us of the states and other jurisdictions of
the United States in which it is believed that the securities being offered are
qualified for sale under, or are exempt from the requirements of, their
respective securities laws, but you assume no responsibility with respect to our
right to sell securities in any jurisdiction.
9. We agree that in connection with any offering of securities covered by
this Agreement we will comply with the applicable provisions of the Securities
Act and the Exchange Act and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, the applicable rules and
regulations of the NASD, and the applicable rules of any securities exchange or
regulatory authority having jurisdiction over the offering.
10. You shall have full authority to take such action as you may deem
advisable in respect of all matters pertaining to any offering covered by this
Agreement. You shall be under no liability to us except for your lack of good
faith and for obligations assumed by you in this Agreement, except that we do
not waive any rights that we may have under the Securities Act or the Exchange
Act or the rules and regulations thereunder.
11. Any notice from you shall be deemed to have been duly given if mailed
or transmitted by any standard form of written telecommunication to us at the
below address or at such other address as we shall specify to you in writing.
12. With respect to any offering of securities covered by this Agreement,
the price restrictions contained in Paragraph 1 hereof and the provisions of
Paragraphs 6
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and 7 hereof shall terminate as to such offering at the close of business on
the 45th day after the securities are released for sale or, as to any or all
such provisions, at such earlier time as you may advise. All other
provisions of this Agreement shall remain operative and in full force and
effect with respect to such offering.
13. This agreement shall be governed by the laws of the State of Florida
applicable to agreements made and to be performed in said State.
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Please confirm this Agreement by signing the enclosed duplicate copy hereof
in the place provided below and returning such signed duplicate copy to us.
Upon receipt thereof, this instrument and such signed duplicate copy will
evidence the agreement between us.
Very truly yours,
Firm:
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By:
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Authorized Officer or Partner
Address:
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Confirmed as of the date
first above written.
CARDINAL CAPITAL MANAGEMENT, INC.
By:
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Xxxxxxx X. Xxxxx, President
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