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Exhibit 1.3
RUSSIAN WIRELESS TELEPHONE COMPANY, INC.
1,530,000 shares and of Common Stock
and
2,200,000 Redeemable Common Stock Purchase Warrants
SELECTED DEALERS AGREEMENT
______________ ___, 1997
Dear Sirs:
X.X. Xxxxxxx & Co., Inc. is the representative (the "Representative") of
the several underwriters, (collectively with the Representative, the
"Underwriters") named in the Prospectus dated , 1997. The Underwriters have
agreed to purchase, subject to the terms and conditions set forth in the
Underwriting Agreement referred to in the Prospectus, an aggregate of 1,530,000
shares of common stock, par value $.01 per share (the "Common Stock") of Russian
Wireless Telephone Company, Inc. (the "Company"), of which 1,500,000 shares are
being sold by the Company and 30,000 shares are being sold by certain selling
stockholders listed in Schedule A of the Underwriting Agreement (the "Selling
Stockholders"). The Underwriters have also agreed to purchase from the Company
2,200,000 redeemable common stock purchase warrants (the "Warrants") of the
Company, and up to 229,500 additional shares of Common Stock and 330,000
additional Warrants (the "Additional Securities"), pursuant to an option for the
purpose of covering over-allotments (said 1,530,000 shares of Common Stock and
2,200,000 Warrants plus any of said Additional Securities purchased upon
exercise of the option being herein collectively called the "Securities"). The
Securities and the terms upon which they are to be offered for sale by the
Underwriters are more particularly described in the Prospectus.
1. The Securities are to be offered to the public by the Underwriters at a
price of $7.00 per share of Common Stock and $.50 per Warrant (herein called the
"Public Offering Price") and in accordance with the terms of the offering set
forth in the Prospectus.
2. The Underwriters are offering, subject to the terms and conditions
hereof, a portion of the Securities for sale to certain dealers which are
members of the National Association of Securities Dealers, Inc. and agree to
comply with the provisions of Section 24 of Article III of the Rules of Fair
Practice of such Association and to foreign dealers or institutions ineligible
for membership in said Association which agree (a) not to resell Securities (i)
to purchasers located in, or to persons who are nationals of, the United States
of America or (ii) when there is a public demand for the Securities to persons
specified as those to whom members of
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said Association participating in a distribution may not sell; and (b) to
comply, as though such foreign dealer or institution were a member of such
Association, with Sections 8, 24, 25 (to the extent applicable to foreign
nonmember brokers or dealers) and Section 36 of such Rules (such dealers and
institutions agreeing to purchase Common Stock and/or Warrants hereunder being
hereinafter referred to as "Selected Dealers") at the Public Offering Price less
a selling concession of $. per share of Common Stock and $. per Warrant, payable
as hereinafter provided, out of which concession an amount not exceeding $. per
share of Common Stock and $. per Warrant may be reallowed by Selected Dealers to
members of the National Association of Securities Dealers, Inc. or to foreign
dealers or institutions ineligible for membership therein which agree as
aforesaid. The Underwriters may be included among the Selected Dealers.
3. The Representative shall act as your representative under this
Agreement and shall have full authority to take such action as the
Representative may deem advisable in respect to all matters pertaining to the
public offering of the Securities.
4. If you desire to purchase any of the Securities, your application
should reach us promptly by telephone or facsimile at the office of the
Representative, and we will use our best efforts to fill the same. We reserve
the right to reject all subscriptions in whole or in part, to make allotments
and to close the subscription books at any time without notice. The shares of
Common Stock and the Warrants allotted to you will be confirmed, subject to the
terms and conditions of this Agreement.
5. The privilege of purchasing the shares of Common Stock and the Warrants
is extended to you by the Representative only if they may lawfully sell the
Securities to dealers in your state.
6. Any of the shares of Common Stock and Warrants purchased by you under
the terms of this Agreement may be immediately reoffered to the public in
accordance with the terms of the offering set forth herein and in the
Prospectus, subject to the securities laws of the various states. Neither you
nor any other person is or has been authorized to give any information or to
make any representations in connection with the sale of Securities other than as
contained in the Prospectus.
7. This Agreement will terminate when we shall have determined that the
public offering of the Securities has been completed and upon telegraphic notice
to you of such termination, but, if not previously terminated, this Agreement
will terminate at the close of business on the 20th full business day after the
date hereof; provided, however, that we shall have the right to extend this
Agreement for an additional period or periods not exceeding 20 full business
days in the aggregate upon telegraphic notice to you. Promptly after the
termination of this Agreement there shall become payable to you the selling
concession on all shares of Common Stock
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and Warrants which you shall have purchased hereunder and which shall not have
been purchased or contracted for (including certificates issued upon transfer)
by us, in the open market or otherwise (except pursuant to Section 10 hereof),
during the terms of this Agreement for the account of the Underwriters.
8. For the purpose of stabilizing the market in the Common Stock and
Warrants of the Company, we have been authorized to make purchases and sales
thereof, in the open market or otherwise, and, in arranging for sale of the
Securities, to over-allot.
9. You agree to advise us from time to time, upon request, prior to the
termination of this Agreement, of the number of Securities purchased by you
hereunder and remaining unsold at the time of such request, and, if in our
opinion any such Securities shall be needed to make delivery of the Securities
sold or over-allotted for the account of the Underwriters, you will, forthwith
upon our request, grant to us, or such party as we determine for, our account
the right, exercisable promptly after receipt of notice from you that such right
has been granted, to purchase, at the Public Offering Price less the selling
concession as we shall determine, such number of Securities owned by you as
shall have been specified in our request.
10. On becoming a Selected Dealer and in offering and selling the
Securities, you agree to comply with all applicable requirements of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the NASD Rules
of Fair Practice.
11. Upon application, you will be informed as to the jurisdictions in
which we have been advised that the Securities have been qualified for sale
under the respective securities or blue sky laws of such jurisdictions, but we
assume no obligation or responsibility as to the right of any Selected Dealer to
sell the Securities in any jurisdiction or as to any sale therein.
12. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
13. It is expected that public advertisement of the Securities will be
made on the first day after the effective date of the Registration Statement.
Twenty-four hours after such advertisement shall have appeared but not before,
you will be free to advertise at your own expense, over your own name, subject
to any restrictions of local laws, but your advertisement must conform in all
respects to the requirements of the Securities Act of 1933, and we will not be
under any obligation or liability in respect of your advertisement.
14. No Selected Dealer is authorized to act as our agent or to make any
representation as to the existence of an agency relationship otherwise to act on
our behalf in offering or selling the Securities to the public or otherwise.
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15. We shall not be under any liability for or in respect of the value,
validity or form of the certificates for the shares of Common Stock and
Warrants, or delivery of the certificates for the Common Stock or Warrants, or
the performance by anyone of any agreement on his part, or the qualification of
the Securities for sale under the laws of any jurisdiction, or for or in respect
of any matter connected with this Agreement, except for lack of good faith and
for obligations expressly assumed by us in this Agreement. The foregoing
provisions shall be deemed a waiver of any liability imposed under the
Securities Act of 1933.
16. Payment for the Securities sold to you hereunder is to be made at the
Public Offering Price, on or about , 1997, or such later date as we may advise,
by certified or official bank check payable to the order of X.X. Xxxxxxx & Co.,
Inc., in current New York Clearing House funds at such place as we shall specify
on one day's notice to you against delivery of certificates for the Common Stock
and Warrants.
17. Notice to us should be addressed to us at the office of X.X. Xxxxxxx &
Co., Inc., Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notices to you
shall be deemed to have been duly given if telefaxed or mailed to you at the
address to which this letter is addressed.
18. If you desire to purchase any of the Securities, please confirm your
application by signing and returning to us your confirmation on the duplicate
copy of this letter enclosed herewith even though you have previously advised us
thereof by telephone or facsimile.
Dated: _____________, 1997
X.X. XXXXXXX & CO., INC.
By:______________________________________
Accepted and agreed:
as to _______ shares of Common Stock
and ______ Warrants this ____ day
of _______, 1997.
By:___________________________________
