Exhibit 1.2
[FORM OF SELECTED DEALER AGREEMENT]
MILLENNIUM BANKSHARES CORPORATION
1,437,500 Shares of Common Stock
($5.00 par value)
SELECTED DEALER AGREEMENT
January 30, 2002
Ladies and Gentlemen:
1. We have agreed to sell, as selling agent for Millennium
Bankshares Corporation, a Virginia corporation (the "Company"), on a best
efforts basis, up to 1,437,500 shares of the Company's common stock, par value
$5.00 per share (the "Shares"). The Shares and the terms under which they are to
be offered for sale are more particularly described in the Company's Prospectus,
dated January 30, 2002, with respect to the Shares (the "Prospectus").
2. The Shares are to be offered to the public by us, as selling
agent for the Company, in accordance with the terms of offering set forth in the
Prospectus. We have advised you by telecopy of the per share price of the Shares
(the "Public Offering Price"). In consideration for assisting in the sale of the
Shares, we will pay a selling commission of $____ for each Share sold by you.
3. Except with our consent, and except as provided herein, you
shall not, prior to termination of this Agreement, deal, trade, bid for,
purchase, attempt to purchase, or sell, directly or indirectly, for your own
account, in the open market or otherwise, or attempt to induce others to deal,
trade, bid for, purchase, attempt to purchase, or sell, either before or after
the sale of the Shares, and either for long or short account, any Shares or
other shares of the Company's Common Stock. You shall be required to represent
that you have complied with Regulation M under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and, prior to completion of your
participation in the distribution (as defined in Regulation M), you shall comply
with Regulation M.
4. Subject to the terms and conditions hereof, we are offering a
portion of the Shares for sale to the customers of certain dealers, which are
actually engaged in the investment banking or securities business and who are
either (i) members in good standing of the National Association of Securities
Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net
capital pursuant to Rule 15c3-1 under the 1934 Act of not less than $25,000 or
(ii) dealers with their principal place of business located outside the United
States, its territories and its possessions and not registered as brokers or
dealers under the 1934 Act, who have agreed not to make any sales within the
United States, its territories or its possessions or to persons who are
nationals thereof or residents therein (such dealers through whom Shares will be
sold are hereinafter called "Selected Dealers"), at the Public Offering Price.
The Selected Dealers have
agreed to comply with the provisions of Rule 2740 of the Conduct Rules of the
NASD and, if any such dealer is a foreign dealer and not a member of the NASD,
such Selected Dealer also has agreed to comply with the NASD's interpretation
with respect to free-riding and withholding, to comply, as though it were a
member of the NASD, with Rules 2730 and 2750 of such Conduct Rules, to comply
with Rule 2420 as that rule applies to non-member foreign dealers and to comply
with the provisions of Rule 15c2-4 under the 1934 Act in the sale of the Shares.
5. If you desire to purchase any of the Shares in this best
efforts offering as agent for your customers, your application should reach us
promptly by telephone, telegraph or telecopy at our office at XxXxxxxx &
Company, Inc., 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000. We reserve the right to
reject subscriptions in whole or in part, to make allotments and to close the
subscription books at any time without notice. The Shares allocated to you will
be confirmed, subject to the terms and conditions of this Agreement.
6. Any Shares purchased through you shall be purchased for your
customers under the terms of this Agreement only upon orders already received
from subscribers for the Shares in accordance with the terms of offering set
forth in the Prospectus, subject to, if applicable, the securities or blue sky
laws of the various states or other jurisdictions.
7. [Intentionally Omitted]
8. You agree to advise us from time to time, upon request, of the
amount of Shares requested by you hereunder and remaining unsold at the time of
such request and, if in our opinion such Shares shall be needed to make delivery
of the Shares sold, you will, forthwith upon our request, reduce the number of
Shares allocated to you in an amount equal to the number of Shares actually
subscribed for by your customers.
9. No expense shall be charged to you. A single transfer tax, if
payable, upon the sale of the Shares to you on behalf of your customers will be
paid when such Shares are delivered. However, you shall pay any transfer tax on
sales of Shares by you and you shall pay your proportionate share of any
transfer tax (other than the single transfer tax described above) 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.
10. Neither you nor any other person is or has been authorized to
give any information or to make any representation in connection with the sale
of the Shares other than as contained in the final Prospectus.
11. Paragraphs 6 and 8 will terminate when we shall have
determined that the public offering of the Shares has been completed and upon
telegraphic notice to you of such termination, but, if not so terminated,
paragraphs 6 and 8 will terminate at the close of business on the 30th calendar
day after the date hereof; provided, however, that we shall have the right to
extend such provision for a further period or periods, not exceeding 30 calendar
days in the aggregate, upon telegraphic notice to you.
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12. On becoming a Selected Dealer, and in offering and selling the
Shares, you agree to comply with any applicable requirements of the Securities
Act of 1933, as amended (the "1933 Act"), and the 1934 Act. You confirm that you
are familiar with (i) Rule 15c2-8 under the 1934 Act relating to the
distribution of preliminary and final prospectuses for securities of an issuer
(whether or not the issuer is subject to the reporting requirements of Section
13 or 15(d) of the 0000 Xxx) and (ii) Rule 15c2-4 under the 1934 Act and confirm
that you have complied with and will comply with such rules. You confirm also
that you are familiar with Release No. 4968 of the Securities and Exchange
Commission under the 1933 Act and that you have complied and will comply with
the requirements therein relating to the distribution of copies of the
preliminary Prospectus relating to the Shares. You confirm that you are
registered with the NASD and maintain net capital pursuant to Rule 15c3-1 under
the 1934 Act of not less than $25,000.
13. We hereby confirm that we will make available to you such
number of copies of the Prospectus (as amended or supplemented) as you may
reasonably request for the purposes contemplated by the 1933 Act or the 1934
Act, or the rules and regulations thereunder.
14. Upon request and if applicable, you will be informed as to the
states and other jurisdictions in which we have been advised that the Shares are
qualified for sale under the respective securities or blue sky laws of such
states and other jurisdictions, but we do not assume any obligation or
responsibility as to the right of any Selected Dealer to sell the Shares in any
state or other jurisdiction or as to the eligibility of the Shares for sale
therein.
15. You are not authorized to act as our agent or agent of the
Company or otherwise to act on our behalf or on behalf of the Company in
offering or selling the Shares to the public or otherwise or to furnish any
information or make any representation except as contained in the Prospectus.
16. Nothing will constitute the Selected Dealers an association or
other separate entity or partners with us, or with each other, but you will be
responsible for your share of any liability or expense based on any claim to the
contrary. We shall not be under any liability for or in respect of value,
validity or form of the Shares, of the delivery of the certificates representing
the Shares, or the performance by anyone of any agreement on its part, or the
qualification of the Shares for sale under the laws of any jurisdiction (if
applicable), or for or in respect of any other matter relating to this
Agreement, except for the lack of good faith and for obligations expressly
assumed by us in this Agreement and no obligation on our part shall be implied
herefrom. The foregoing provisions shall not be deemed a waiver of any liability
imposed under the 1933 Act.
17. The closing will be on February 5, 2002 (the "Settlement
Date"), ex-clearing, delivery versus payment, versus our clearing agent, Xxxxxx
Financial Services, Inc. (DTC: 0234). You will submit orders to purchase Shares
for which you have previously received indications of interest from your
customers. You will send confirmations of the orders to such customers on the
next business day after the trade date and will debit the account of such
customers on the third business day after the trade date. Customers who
authorize you to debit their brokerage accounts are required to have funds in
the amount of the aggregate purchase price of the Shares ordered in their
account on, but not before, the Settlement Date and, after debiting such
accounts on the Settlement Date, you will remit funds, net of the selling
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commission, on the Settlement Date in accordance with the other terms and
provisions of this Agreement.
18. Notices to us should be addressed to us at the office of
XxXxxxxx & Company, Inc., 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.
Notices to you shall be deemed to have been duly given if telegraphed or mailed
to you at the address to which this letter is addressed.
19. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia without giving effect
to the choice of law or conflicts of law principles thereof.
20. If you desire to reserve any Shares for purchase by your
customers, please confirm your application by signing and returning to us your
confirmation on the duplicate copy of this letter enclosed herewith, even though
you may have previously advised us thereof by telephone, telegraph or telecopy.
Very truly yours,
XxXXXXXX & COMPANY, INC.
By:
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Xxxxxxx X. XxXxxxxx, Xx., President
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________ __, 2002
XxXxxxxx & Company, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. XxXxxxxx, Xx.
We hereby request an allocation of __________ shares of Common Stock of
Millennium Bankshares Corporation for purchase by our customers in accordance
with the terms and conditions stated in the foregoing letter. We hereby
acknowledge receipt of the Prospectus referred to in the first paragraph thereof
relating to such shares of Common Stock. We further state that we have relied
upon such 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. (the "NASD") that is
registered with the NASD and maintains net capital pursuant to Rule 15c3-1 under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), of not less
than $25,000, 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 1934 Act, 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 the provisions of Rules
2730 and 2750 of the Conduct Rules of the NASD, and to comply with Rule 2420
thereof as that Rule applies to non-member foreign dealers. We also hereby
confirm that we have complied and will comply with Rules 15c2-4, 15c2-8, and
Regulation M under the 1934 Act.
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(Name of Firm)
By:
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Title:
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Address:
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