EXHIBIT 1.2
750,000 Shares of Common Stock and
750,000 Redeemable Common Stock Purchase Warrants
ADVANCED ELECTRONIC SUPPORT PRODUCTS, INC.
SELECTED DEALER AGREEMENT
______________, 1997
Gentlemen:
Argent Securities, Inc. and Corporate Securities Group, Inc. have
agreed as the underwriters (the "Underwriter") named in the enclosed
prospectus (the "Prospectus"), subject to the terms and conditions of an
Underwriting Agreement dated _____________, 1997 (the "Underwriting Agreement"),
to purchase from Advanced Electronic Support Products, Inc., a Florida
corporation (the "Company"), 750,000 shares of Common Stock, par value $.01 per
share (the "Public Shares") and 750,000 Redeemable Common Stock Purchase
Warrants (the "Public Warrants"). We may also purchase as many as 75,000
additional shares of Common Stock and 75,000 Redeemable Common Stock Purchase
Warrants (the "Option Securities") from the Company pursuant to Section 2 of the
Underwriting Agreement. The Securities are more particularly described in the
Prospectus, additional copies of which will be supplied in reasonable quantities
upon request.
We are offering a portion of the Common Stock and Redeemable Common
Stock Purchase Warrants for sale to selected dealers (the "Selected Dealers"),
among whom we are pleased to include you, at the public offering price, less a
concession in the amount set forth in the Prospectus under "Underwriting." This
offering is made subject to delivery of the Public Shares and Public Warrants
and their acceptance by the Underwriter, to the approval of all legal matters by
our counsel, and to the terms and conditions herein set forth, and may be made
on the basis of the reservation of the Public Shares and Public Warrants or an
allotment against subscription.
We will advise you by telegram of the method and terms of the offering.
Acceptances should be sent to Argent Securities, Inc., 0000 Xxxxxxxxx Xxxx,
X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: X. Xxxxxxxx Xxxxxx.
Subscription books may be closed by us at any time without notice, and we
reserve the right to reject any subscription in whole or in part, but
notification of allotments against and rejections of subscriptions will be made
as promptly as practicable.
Any of the Public Shares and Public Warrants purchased by you hereunder
are to be promptly offered by you to the public at the public offering price, as
set forth in the Prospectus, except as herein otherwise provided and except that
a reallowance from any such public offering price not in excess of the amount
set forth in the Prospectus under "Underwriting" may be allowed to dealers who
are members in good standing of the National Association of Securities Dealers,
Inc. (the "NASD"),
or foreign dealers or institutions not eligible for membership in said
association who agree to abide by the conditions with respect to foreign dealers
and institutions set forth in your confirmation below. We may buy Public Shares
and Public Warrants from, or sell Public Shares and Public Warrants to, any
Selected Dealer, and any Selected Dealer may buy Public Shares and Public
Warrants from, or sell Public Shares and Public Warrants to, any other Selected
Dealer at the public offering price less all or any part of the concession set
forth in the Prospectus. After the Public Shares and Public Warrants are
released for sale to the public, we are authorized to vary the offering price of
the Public Shares and Public Warrants and other selling terms. You agree to sell
to a minimum of one retail purchaser for each ________ Public Shares and Public
Warrants sold.
If, prior to the termination of this Agreement, we purchase or contract
to purchase any Public Shares and Public Warrants which were purchased by you
from us or any Selected Dealer at a concession from the public offering price
(or any Public Shares and Public Warrants which we believe have been substituted
therefor) you hereby agree that we may: (i) require you to pay us on demand an
amount equal to the concession on such Public Shares and Public Warrants; (ii)
sell for your account the Public Shares and Public Warrants so purchased and
debit or credit your account with the loss or profit resulting from such sale;
or (iii) require you to purchase such Public Shares and Public Warrants at a
price equal to the total cost of such purchase including commissions and
transfer taxes (if any) on redelivery.
Public Shares and Public Warrants accepted or allotted hereunder shall
be paid for in full at the public offering price, at the office of Argent
Securities, Inc., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000
(or such other place as you may be instructed) prior to 8:30 a.m., New York City
time, on such day after the public offering date as we may advise three (3) days
after the effective date, by certified or official bank check payable in New
York Clearing House funds to the order of Argent Securities, Inc. against
delivery of certificates. Certificates representing purchases by each
Underwriter or Selected Dealer will be registered in each Underwriter or
Selected Dealer's name. We shall maintain a list of certificate numbers for each
Underwriter and Dealer. There will be no registration in street or clearing
agent names. Accordingly, you have agreed to notify your clearing agent firm of
the physical settlement procedures and you shall instruct such clearing agent
not to deliver any certificate to satisfy any other correspondent's trades. If
Public Shares and Public Warrants are purchased and paid for by you hereunder at
the public offering price, the concession will be paid to you after the
termination of this Agreement. The selling concession may be withheld if any
shares so purchased by you as a Selected Dealer are resold and repurchased by us
prior to the termination date of this Agreement.
We have been advised by the Company that a registration statement
(Registration No. 333-15967 (the "Registration Statement") for the Public Shares
and Public Warrants has been filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"). You will be promptly
advised when the registration statement becomes effective. You will comply with
the applicable requirements of the Act and of the Securities Exchange Act of
1934, as amended, and the terms and conditions set forth in the Prospectus. No
person is authorized by the Company or the Underwriter to give or rely on any
information or to make any representations not contained
-2-
in the Prospectus in connection with the sale of Public Shares and Public
Warrants. You are not authorized to act as agent for the Company or the
Underwriter in offering the Public Shares and Public Warrants to the public or
otherwise. Nothing contained herein shall constitute or be construed to make the
Selected Dealers partners with the Underwriter or with one another.
We shall not be under any liability (except for our own want of good
faith) for or in respect of the validity or value of, or title to, any Public
Shares and Public Warrants; the form or completeness of, or the statements
contained in, or the validity of, the Registration Statement, any preliminary
prospectus, the Prospectus, or any amendment or supplement thereto or any other
letters or instruments executed by or on behalf of the Company or others; the
form or validity of the agreement for the purchase of the Public Shares and
Public Warrants or this Agreement; the delivery of the Public Shares and Public
Warrants; the performance by the Company or others of any agreement on its or
their part; or any matter in connection with any of the foregoing; provided,
however, that nothing in this paragraph shall be deemed to relieve the
Underwriter from any liability under the Act.
You, by your confirmation below, represent that: (i) you are a member
in good standing of the NASD or are a foreign bank or dealer not eligible for
membership in the NASD which agrees to make no offers or sales of Public Shares
and Public Warrants within the United States, its territories or its
possessions, or to persons who are citizens thereof or residents therein, (ii)
neither you nor any of your directors, officers, partners or "persons associated
with" you (as defined in the By-Laws of the NASD) nor, to your knowledge, any
"related person" (as defined by the NASD in its Interpretation of Article III,
Section I of its Rules of Fair Practice, as amended) or any other broker-dealer,
have participated or intend to participate in any transaction or dealing as to
which documents or information are required to be filed with the NASD pursuant
to such Interpretation, and as to which such documents or information have not
been so filed as required.
You agree not to, at any time prior to the termination of this
Agreement, bid for, purchase, sell or attempt to induce others to purchase or
sell, directly or indirectly, any Public Shares and Public Warrants other than
(a) as provided for in this Agreement or the Underwriting Agreement relating to
the Public Shares and Public Warrants, or (b) purchases or sales as broker on
unsolicited orders for the account of others. In making the sales of Public
Shares and Public Warrants, if you are a member of the NASD, you will comply
with all applicable rules of the NASD, including, without limitation, the NASD's
Interpretation of Article II, Section I of its Rules of Fair Practice with
respect to Free-Riding and Withholding and Section 24 of Article III of the
NASD's Rules of Fair Practice, or if you are a foreign bank or dealer, you agree
to comply with such Interpretation of Sections 8, 24 and 36 of such Article as
though you were such a member and Section 25 of such Article as it applies to a
nonmember broker or dealer in a foreign country. Further, pursuant to Securities
Act Release No. 4968, you will distribute a Preliminary Prospectus to all
persons reasonably expected to be purchasers of shares from you at least 48
hours prior to the time you expect to mail confirmation.
Upon written application to us, we will inform you as to the advice we
have received from counsel concerning the jurisdictions in which the Public
Shares and Public Warrants have been
-3-
qualified for sale or are exempt under the respective securities or blue sky
laws of such jurisdictions, but we have not assumed and will not assume any
obligation or responsibility as to the right of any Selected Dealer to sell the
Public Shares and Public Warrants in any jurisdiction.
As Underwriter, we shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. We shall not be under any obligation to you except for
obligations expressly assumed by us in this Agreement.
You agree, upon our request, at any time or times prior to the
termination of this Agreement, to report to us the number of Public Shares and
Public Warrants purchased by you pursuant to the provisions hereof which then
remain unsold.
Selected Dealers will be governed by the conditions herein set forth
until this Agreement is terminated. This Agreement will terminate at the close
of business on the 30th business day after the public offering of the Public
Shares and Public Warrants, but, in our discretion, may be extended by us for a
further period or periods not exceeding 30 business days in the aggregate and in
our discretion, whether or not extended, may be terminated at any earlier time.
Notwithstanding the termination of this Agreement, you shall remain liable for
your proportionate amount of any claim, demand or liability which may be
asserted against you alone, or against you together with other dealers
purchasing Public Shares and Public Warrants upon the terms hereof, or against
us, based upon the claim that the Selected Dealers, or any of them, constitute
an association, an unincorporated business or other entity.
This Agreement shall be construed in accordance with the laws of the
State of Georgia without giving effect to conflict of laws principles.
In the event that you agree to purchase Public Shares and Public
Warrants in accordance with the terms hereof, and of the aforementioned
telegram, kindly confirm such agreement by competing and signing the form
provided for that purpose on the enclosed duplicate hereof and returning it to
us promptly.
All communications from you should be addressed to Argent Securities,
Inc., 0000 Xxxxxxxxx Xxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention:
X. Xxxxxxxx Xxxxxx. Any notice from us to you shall be deemed to have been duly
given if mailed or telegraphed to you at this address to which this letter is
mailed.
Very truly yours,
ARGENT SECURITIES, INC.
By: _________________________
Name: _______________________
Title: ______________________
-0-
Xxxxxx Securities, Inc.
0000 Xxxxxxxxx Xxxx, XX, Xxx. 000
Xxxxxxx, Xxxxxxx 00000
Attention: X. Xxxxxxxx Xxxxxx
Gentlemen:
We hereby confirm our agreement to purchase the Public Shares and
Public Warrants (as such term is defined in the Selected Dealer Agreement)
consisting of one share of Class A Common Stock and one Redeemable Class A
Common Stock Purchase Warrant, of Xxxxxxxxx Mobile Fueling, Inc., subject to the
terms and conditions of the foregoing Agreement and your telegram to us referred
to herein. We hereby acknowledge receipt of the definitive Prospectus relating
to the Public Shares and Public Warrants, and we confirm that in purchasing
Public Shares and Public Warrants we have relied upon no statements whatsoever,
written or oral, other than the statements in such Prospectus. We have made a
record of our distribution of preliminary prospectuses and, when furnished with
copies of any revised preliminary prospectus, we have, upon your request,
promptly forwarded copies thereof to each person to whom we had theretofore
distributed preliminary prospectuses. We confirm that we have complied and will
comply with all of the requirements of Rule 15c2-8 of the Securities Exchange
Act of 1934.
We hereby represent that we are a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or, if we are not
such a member, we are a foreign dealer or institution not eligible for
membership in said Association which agrees to make no sales within the United
States, its territories or its possessions or to persons who are citizens
thereof or residents therein. If we are a member of the NASD, we agree to comply
with all applicable rules of the NASD, including, without limitation, the
provisions of Section 24 of Article III of the Rules of Fair Practice of the
NASD, or, if we are such a foreign dealer or institution, we agree to comply
with all applicable rules of the NASD, including, without limitation, the NASD's
Interpretation with Respect to Free-Riding and Withholding and Sections 8, 24
and 36 of such Article as if we were such a member, and Section 25 of such
Article as it applies to a non-member broker or dealer in a foreign country.
Pursuant to your telegram, we hereby subscribe for an allotment of
Public Shares and Public Warrants, and acknowledge a concession of $____ from
the $_____ public offering price of the Unit.
------------------------------- -------------------------------
(Corporate or Firm Name of (Signature of Authorized
Selected Dealer) Official or Partner)
Address:
_______________________________ Date Accepted:__________________
_______________________________ Telephone: _____________________
_______________________________ Tax I.D.#: _____________________
