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EXHIBIT 1.01
SELECTED DEALERS AGREEMENT
PUBLIC OFFERING OF FIBR-PLAST CORPORATION
5,000,000 SHARES OF COMMON STOCK
$2.00 PER SHARE
________, 2001
Fibr-Plast Corporation, an Oklahoma corporation (the "Company") is
offering shares of its common stock (the "Shares") on a best efforts
minimum/maximum basis. Unless the Company receives paid subscriptions for at
least 1,000,000 Shares by *________*, 2001, no shares will be sold and all
proceeds will be returned to subscribers, without interest.
The Company is offering to sell the Shares through certain selected
dealers (the "Selected Dealers"), when, as and if accepted by the Company and
subject to withdrawal, cancellation or modification of the offer without notice
and further subject to the terms of (i) the Company's current Prospectus (the
"Prospectus"), (ii) this Agreement, and (iii) the Company's instructions which
may be forwarded to the Selected Dealer from time to time. This invitation is
made by the Company only if the Shares may be offered lawfully to dealers in
your state.
The further terms and conditions of this invitation are as follows:
1. Acceptance of Orders. Orders received by the Company from the
Selected Dealer will be accepted only at the price, in the amounts and on the
terms which are set forth in the Company's Prospectus, subject to allotment in
the Company's sole discretion. The Company reserves the right to reject any
orders, in whole or in part.
2. Selling Commission. As a Selected Dealer, you will be allowed on all
Shares sold by you a commission of ___% of the public offering price of such
Shares as shown in the Company's Prospectus. No selling commission will be
allowed to any domestic broker-dealer who is not a member of the National
Association of Securities Dealers, Inc. (the "Association"), or to any foreign
broker-dealer eligible for membership in the Association who is not a member of
the Association. Payment of such selling commission to you will be made only as
if the proceeds of the Shares sold by you are released to the Company by the
escrow agent as described in the Company's Prospectus or the escrow arrangements
or retained by the Company if more than at least the minimum number of Shares is
sold during the offering period as described in the Company's Prospectus. After
the Shares are released for sale to the public, the Company is authorized to,
and may, change the public offering price and the selling commission.
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3. Payment for Shares. Payment for the Shares purchased by you is to be
made at the full public offering price of such Shares as shown in the Company's
Prospectus. The Company may in its discretion deliver the Shares purchased by
you through the facilities of the Depository Trust Company or, if you are not a
member, through your ordinary correspondent who is a member unless you promptly
give the Company written instructions otherwise.
4. Offering Representations. The Company has been informed that a
Registration Statement in respect of the Shares (the " Registration Statement")
has or is expected to become effective under the Securities Act of 1933, as
amended (the "Act"). You are not authorized to give any information or to make
any representations other than those contained in the Prospectus or to act as
agent for the Company or for the undersigned when offering the Shares to the
public or otherwise.
5. Blue Sky. The Company does not assume any responsibility or
obligations as to your right to sell the Shares in any jurisdiction,
notwithstanding any information furnished in that connection. You shall report
in writing to the Company the number of Shares which have been sold by you in
each state and the number of transactions made in each such state. This state
report shall be submitted to the Company as soon as possible after completion of
billing, but in any event not more than three days after the closing.
6. Dealer Undertakings. By accepting this Agreement, you in offering
and selling the Shares in the Public Offering (i) acknowledge your understanding
of (a) the Conduct Rules (the "Rules") of the Association and the
interpretations of such Rules promulgated by the Board of Governors of the
Association (the "Interpretations") including, but not limited to the Rule and
Interpretation with respect to "Free-Riding and Withholding" defined therein,
(b) Rule 174 of the rules and regulations promulgated under the Act, (c)
Regulation M promulgated under the Exchange Act, (d) Release No. 3907 under the
Act, (e) Release No. 4150 under the Act, and (f) Sections 2730, 2740, 2420 and
2750 of the Rules and Interpretations thereunder, and (ii) represent, warrant,
covenant and agree that you shall comply with all applicable requirements of the
Act and the Exchange Act in addition to the specific provisions cited in
subparagraph (i) above and that you shall not violate, directly or indirectly,
any provision of applicable law in connection with its participation in the
Public Offering of the Shares.
7. Conditions of Public Offering. All sales shall be subject to
delivery by the Company of certificates evidencing the Shares against payment
therefor.
8. Failure of Order. If an order is rejected or if a payment is
received which proves insufficient or worthless, any compensation paid to the
Selected Dealer shall be returned by (i) restoration by the Company to the
Selected Dealer of the latter's remittance or (ii) a charge against the account
of the Selected Dealer with the Company, as the latter may elect without notice
being given of such election.
9. Additional Representations, Covenants and Warranties of Selected
Dealer. By accepting this Agreement, you represent that you are registered as a
broker-dealer under the
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Exchange Act; are qualified to act as a dealer in the states or the
jurisdictions in which it shall offer the Shares; is a member in good standing
of the Association; and shall maintain such registrations, qualifications and
membership in full force and effect and in good standing throughout the term of
this Agreement. If the Selected Dealer is not a member of the Association, it
represents that it is a foreign dealer not registered under the Exchange Act and
agrees to make no sales within the United States, its territories or its
possessions or to persons who are citizens thereof or residents therein, and in
making any sales to comply with the Association's Rules and Interpretations with
respect to Free-Riding and Withholding. Further, the Selected Dealer agrees to
comply with all applicable federal laws including, but not limited to, the Act
and Exchange Act and the rules and regulations of the Commission thereunder; the
laws of the states or other jurisdictions in which Shares may be offered or sold
by it; and the Constitution, Bylaws, and rules of the Association. Further, the
Selected Dealer agrees that it will not offer or sell the Shares in any state or
jurisdiction except those in which the Shares have been qualified or
qualification is not required. The Selected Dealer acknowledges its
understanding that it shall not be entitled to any compensation hereunder for
any period during which it has been suspended or expelled from membership in the
Association.
10. Employees and other Agents of the Selected Dealer. By accepting
this Agreement, the Selected Dealer assumes full responsibility for thorough and
proper training of its employees and other agents and representatives concerning
the selling methods to be used in connection with the Public Offering of the
Shares, giving special emphasis to the principles of full and fair disclosure to
prospective investors and the prohibitions against "Free-Riding and Withholding"
as set forth in Section 2110 of the Rules and the Interpretations thereunder.
11. Indemnification by the Company. The Company shall indemnify and
hold you harmless and each person if any, who controls you within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act against any and all
loss, liability, claim, damage, and expense whatsoever (which shall include, but
not be limited to, attorneys' fees and any and all expense whatsoever incurred
in investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever and any and all amounts paid in settlement
of any claim or litigation) as and when incurred arising out of, based upon, or
in connection with (i) any untrue statement or alleged untrue statement of a
material fact contained (A) in our Registration Statement, or the Prospectus (as
from time to time amended and supplemented), or any amendment or supplement
thereto, or (B) made by the Company in any application or other document or
communication in any jurisdiction in order to qualify the Shares under the "blue
sky" or securities laws thereof or filed with the Commission or any securities
exchange; or any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (ii) any breach of any representation, warranty, covenant, or agreement of
the Company contained in this Agreement. You have agreed to give the Company an
opportunity and the right to participate in the defense or preparation of the
defense of any action brought against you or any such controlling person to
enforce any such loss, claim, demand, liability or expense. The agreement of the
Company under this indemnity is conditioned upon notice of any such action or
claim having been promptly given by the indemnified party to the Company. The
provisions of this paragraph shall survive the termination of this Agreement.
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12. Indemnification by the Selected Dealer. The Selected Dealer shall
indemnify and hold harmless the Company, each director of the Company, each
officer of the Company who shall have signed the Registration Statement, each
other person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20(a) of the Exchange Act, to the same extent as the
indemnity from the Company to the Selected Dealer as set forth above, but only
with respect to (a) statements or omissions, if any, made in the Registration
Statement, or the Prospectus (as from time to time amended and supplemented), or
any amendment or supplement thereto, or in any application, in reliance upon and
in conformity with information furnished to the Company or the Company with
respect to the Selected Dealer by or on behalf of the Selected Dealer expressly
for inclusion in the Registration Statement, or the Prospectus, or any amendment
or supplement thereto, or in any application, as the case may be, or are based
upon alleged misrepresentations or omissions to state material facts in
connection with statements made by the Selected Dealer or the Selected Dealer's
employees or other agents to the Company or the Company orally or by any other
means or (b) failure by the Selected Dealer to deliver the Prospectus as
required by law or (c) violation of any blue sky laws, rules or regulations. The
provisions of this paragraph shall survive the termination of this Agreement.
13. No Authority to Act as Partner or Agent. Nothing herein shall
constitute the Selected Dealers as an association or other separate entity or
partners with or agents of the Company or with each other, but each Selected
Dealer shall be responsible for its pro rata share of any liability or expense
based upon any claims to the contrary. The Company shall not be under any
liability for or in respect of the value, validity or form of the Shares, or the
delivery of certificates for the Shares or the performance by any person of any
agreement on its part, or the qualification of the Shares for sale under the
laws of any jurisdiction, or for or in respect of any matter in connection with
this Agreement, except for lack of good faith and for obligations expressly
assumed by the Company in this Agreement.
14. Expenses. No expenses incurred in connection with offers and sales
of the Shares under the Public Offering will be chargeable to the Selected
Dealers.
15. Notices. All notices, demands or requests required or authorized
hereunder shall be deemed given sufficiently if in writing and sent by
registered or certified mail, return receipt requested and postage prepaid, or
by tested telex, telegram, cable or facsimile to, in the case of the Company,
the address set forth in its Prospectus directed to the attention of the
President of the Company, and in the case of the Selected Dealer, to the address
provided below by the Selected Dealer, directed to the attention of the
President.
16. Termination. This Agreement may be terminated by the Company with
or without cause upon written notice to Selected Dealer to such effect; and such
notice having been given, this Agreement shall terminate at the time specified
therein.
17. General Provisions. This Agreement shall be construed and enforced
in accordance
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with and governed by the laws of the State of Oklahoma. This Agreement embodies
the entire agreement and understanding between the Company and the Selected
Dealer and supersedes all prior agreements and understandings related to the
subject matter hereof, and this Agreement may not be modified or amended or any
term or provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver or discharge is sought
to be enforced. All the terms of this Agreement, whether so expressed or not,
shall be binding upon, and shall inure to the benefit of, the respective
successors, legal representatives and assigns of the parties hereto; provided,
however, that none of the parties hereto can assign this Agreement or any of its
rights hereunder without the prior written consent of the other party hereto,
and any such attempted assignment or transfer without the other party's prior
written consent shall be void and without force or effect. The headings of this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
If the foregoing correctly sets forth the terms and conditions of your
agreement to purchase the Shares allotted to you, please indicate your
acceptance thereof by signing and returning to Xxxxxxxxx Shares, Inc. the
duplicate copy of this Agreement, whereupon this letter and your acceptance
shall become and evidence a binding contract between you and the Company.
FIBR-PLAST CORPORATION
By:
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Title:
FIRM NAME:
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(Print or Type name of Firm)
By:
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(Authorized Agent)
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(Print or Type Name and Title of Authorized Agent)
Address:
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Telephone No.
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IRS Employer Identification No.:
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Dated: , 2001
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