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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 1,000,000 SHARES OF COMMON STOCK
SELECTED DEALER'S AGREEMENT
Columbus, Ohio
_______________, 2000
[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 1,000,000 Shares of Common Stock, $0.01 par value (the
"Shares"). The Sales Agent is offering the Shares, as agent for the Company, on
a "500,000 Shares minimum, 1,000,000 Shares maximum best efforts" basis,
pursuant to a registration statement (the "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 $0.53 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
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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 serve as agent for a member of the
public.
4. Delivery of Funds. The Selected Dealer shall promptly transmit
funds to the escrow agent, no later than 12:00 noon of the
date subsequent to the receipt of such 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 or the Company; and if rejected, the escrow agent will
directly return funds to the rejected customer.
5. Payment for Sales. 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 Firstar Bank, N.A.,
Corporate Trust Department, 000 Xxxx Xxxxx Xxxxxx, Xx. Xxxx,
XX 00000. All subscribers' checks are to be made payable to
"Firstar Bank, N.A., Escrow Agent for Northern Star Financial,
Inc." 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
5 hereof. In the event that Offering Proceeds in an amount of
$_________ 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 up to 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 $_________ 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 $_________ are
cleared within the time period provided above, all amounts so
deposited will be delivered to the Company, net of the Sales
Agent's commissions and the unpaid portion of its expense
allowance. No commissions will be paid by the Company or
concessions allowed by the Sales Agent unless and until
Offering Proceeds in the amount of $_________ have been
cleared and such funds have been released and the net proceeds
thereof delivered to the Company.
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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 forty (40) 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 and
warrants to the Sales Agent and the Company 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 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
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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. Further, the Selected Dealer agrees to
comply with the matters set forth in Section 1(d) of the
Agency Agreement applicable to the Sales Agent, as if set
forth herein. The representations and warranties contained in
this Agreement shall survive the termination of this
Agreement.
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 Sales Agent
(including officers, directors, employees, counsel for Sales
Agent, and Selected Dealers or any affiliate) and each person,
if any, who controls Sales Agent, or Selected Dealer, within
the meaning of the 1933 Act or the 1934 Act against any
losses, claims, damages or liabilities, joint or several
(which shall, for all purposes of this Agreement, include, but
not be limited to, all reasonable costs of defense and
investigation and all attorneys' fees), to which it or such
controlling person may become subject under the 1933 Act or
otherwise insofar as such losses, claims, damages or
liabilities in respect thereof arise out of or are based upon
or by reason of any untrue statement or alleged untrue
statement of a material fact contained in the Registration
Statement or the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
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misleading, and will reimburse Sales Agent (including
officers, directors, employees, counsel for Sales Agent, and
Selected Dealers or any affiliate) for any legal or other
expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall
not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration
Statement or the Prospectus, or any such amendment or
supplement, in reliance upon and in conformity with written
information furnished to the Company by Sales Agent, or
Selected Dealer, as the case may be, or its agents expressly
for use therein; and, provided further, the Company shall not
be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement or the
Prospectus, or any such statement or supplement (a "Defective
Offering Document"), where a subsequent Registration Statement
or Prospectus curing or remedying such untrue statement or
alleged untrue statement or omission or alleged omission has
been filed with the Commission and sufficient copies thereof
made available to Sales Agent and the Selected Dealers (the
"Cured Offering Document") if either (i) Sales Agent or the
Selected Dealer fail to deliver the Cured Offering Document;
or (ii) Sales Agent or the Selected Dealer negligently deliver
only the Defective Offering Document, in each case where Sales
Agent or the Selected Dealer have a duty to deliver the Cured
Offering Document.
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) insofar as such loss, liability, claim,
damage or expense arises out of or is based upon or by reason
of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, 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
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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 in respect of which indemnity
may be sought hereunder, but failure to so notify an
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,
indemnifying party, jointly with any other indemnifying
parties receiving such notice, may assume the defense of such
action with counsel chosen by it, unless the indemnified
parties' defendant in such action 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:
Its :
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