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EXHIBIT 1.2
SIMULATIONS PLUS, INC.
1,150,000 Shares
SELECTED DEALER AGREEMENT
____________, 1997
Dear Sirs:
Xxxxxxx & Co., Inc. and the other Underwriters named in the Prospectus
relating to the above shares (the "Underwriters"), acting through us as
Representative, is severally offering for sale an aggregate of 1,150,000 Shares
(the "Firm Shares") of common stock ("Common Stock") of Simulations Plus, Inc.
(the "Company") at a price of $5.00 per Share. In addition, the several
Underwriters have been granted an option to purchase from the Company up to an
additional 150,000 Shares (the "Option Shares") to cover over-allotments in
connection with the sale of the Firm Shares. The Firm Shares and any Option
Shares purchased are herein called the "Shares". The Shares and the terms under
which they are to be offered for sale by the several Underwriters are more
particularly described in the Prospectus.
The Underwriters are offering the Shares pursuant to a Registration
Statement (the "Registration Statement") under the Securities Act of 1933, as
amended, subject to the terms of (a) their Underwriting Agreement with the
Company, (b) this Agreement, and (c) the Representative's instructions which may
be forwarded to the Selected Dealers from time to time. This invitation is made
by the Representative only if the Shares may be lawfully offered by dealers in
your state. The terms and conditions of this invitation are as follows:
1. Offer to Selected Dealers. The Representative is hereby soliciting
offers to buy, upon the terms and conditions hereof, a portion of the Shares
from Selected Dealers who are to act as principal. Shares are to be offered to
the public at a price of $5.00 per Share (the "Offering Price"). Selected
Dealers who are members of the National Association of Securities Dealers, Inc.
(the "NASD") will be allowed, on all Shares sold by them, a concession of
$______ payable as hereinafter provided. Selected Dealers may reallow other
dealers who are members of the NASD a portion of that concession up to the
amount of $_____ per Share with respect to Shares sold by or through them. No
NASD member may reallow commissions to any non-member broker-dealer including
foreign broker-dealers registered pursuant to the Securities Exchange Act of
1934. This offer is solicited subject to the Company's issuance and delivery of
certificates and other documents evidencing its Shares and the acceptance
thereof by the Representative, to the approval of legal matters by counsel, and
to the terms and conditions set forth herein.
2. Revocation of Offer. The Selected Dealer's offer to purchase, if made
prior to the effective date of the Registration Statement, may be revoked in
whole or in part without obligation or commitment of any kind by it any time
prior to acceptance and no offer may be accepted by the
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Representative and no sale can be made until after the Registration Statement
covering the Shares has become effective with the Securities and Exchange
Commission. Subject to the foregoing, upon execution by the Selected Dealer of
the Offer to Purchase below and the return of same to the Representative, the
Selected Dealer shall be deemed to have offered to purchase the number of Shares
set forth in its offer on the basis set forth in Section 1 above. Any oral offer
to purchase made by the Selected Dealer shall be deemed subject to this
Agreement and shall be confirmed by the Representative by the subsequent
execution and return of this Agreement. Any oral notice by the Representative of
acceptance of the Selected Dealer's offer shall be followed by written or
telegraphic confirmation preceded or accompanied by a copy of the Prospectus. If
a contractual commitment arises hereunder, all the terms of this Selected Dealer
Agreement shall be applicable. The Representative may also make available to the
Selected Dealer an allotment to purchase Shares, but such allotment shall be
subject to modification or termination upon notice from the Representative any
time prior to an exchange of confirmations reflecting completed transactions.
All references hereafter in this Agreement to the purchase and sale of Shares
assume and are applicable only if contractual commitments to purchase are
completed in accordance with the foregoing.
3. Selected Dealer Sales. Any Shares purchased by a Selected Dealer
under the terms of this Agreement may be immediately re-offered to the public at
the Offering Price in accordance with the terms of the offering thereof set
forth herein and in the Prospectus, subject to the securities or blue sky laws
of the various states or other jurisdictions. Shares shall not be offered or
sold by the Selected Dealers below the Offering Price. The Selected Dealer
agrees to advise the Representative, upon request, of any Shares purchased by it
remaining unsold and, the Representative has the right to purchase all or a
portion of such Shares, at the Public Offering Price less the selling concession
or such part thereof as the Representative shall determine.
4. Payment for Shares. Payment for Shares which the Selected Dealer
purchases hereunder shall be made by the Selected Dealer on or before three (3)
business days after the date of each confirmation by certified or bank cashier's
check payable to the Representative. Certificates for the securities shall be
delivered as soon as practicable after delivery instructions are received by the
Representative.
5. Open Market Transactions; Stabilization.
5.1 For the purpose of stabilizing the market in the Shares, the
Representative has been authorized to make purchases and sales of the Company's
Shares in the open market or otherwise, and, in arranging for sales, to
overallot. If, in connection with such stabilization, the Representative
contracts for or purchases in the open market any Shares sold to the Selected
Dealer hereunder and not effectively placed by the Selected Dealer, the
Representative may charge the Selected Dealer for the accounts of the several
Underwriters an amount equal to the Selected Dealer concession on such Shares,
together with any applicable transfer taxes, and the Selected Dealer agrees to
pay such amount to the Representative on demand. Certificates for Shares
delivered on such repurchases need not be the identical certificates originally
purchased.
5.2 The Selected Dealer will not, until advised by the
Representative that the entire offering has been distributed and closed, bid for
or purchase Shares in the open market or otherwise
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make a market in the Shares or otherwise attempt to induce others to purchase
Shares in the open market. Nothing contained in this section shall prohibit the
Selected Dealer from acting as an agent in the execution of unsolicited orders
of customers in transactions effectuated for them through a market maker.
6. Allotments. The Representative reserves 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. If an order from a Selected
Dealer is rejected or if a payment is received which proves insufficient, any
compensation paid to the Selected Dealer shall be returned by the Selected
Dealer either in cash or by a charge against the account of the Selected Dealer,
as the Representative may elect.
7. Reliance on Prospectus. The Selected Dealer agrees not to use any
supplemental sales literature of any kind without prior written approval of the
Representative unless it is furnished by the Representative for such purpose. In
offering and selling the Company's Shares, the Selected Dealer will rely solely
on the representations contained in the Prospectus. Additional copies of the
current Prospectus will be supplied by the Representative in reasonable
quantities upon request.
8. Representations of Selected Dealer. By accepting this Agreement, the
Selected Dealer represents that it: (a) is registered as a broker-dealer under
the Securities Exchange Act of 1934, as amended; (b) is qualified to act as a
Dealer in the States or other jurisdictions in which it offers the Shares; (c)
is a member in good standing with the NASD; (d) will maintain all such
registrations, qualifications, and memberships throughout the term of this
Agreement; (e) will comply with all applicable Federal laws relating to the
offering, including, but not limited to, Rule 15c2-8 under the Securities
Exchange Act of 1934 and Release No. 4968 under the Securities Act of 1933
relating to delivery of preliminary and final prospectuses; (f) will comply with
the laws of the state or other jurisdictions concerned; (g) will comply the
rules and regulations of the NASD including, but not limited to, full compliance
with Rules 2100, 2730 2740, 2720 and 2750 of the Conduct Rules of the NASD and
the interpretations of such sections promulgated by the Board of Governors of
the NASD including an interpretation with respect to "Free-Riding and
Withholding" dated November 1, 1970, and as thereafter amended; and (h) confirms
that the purchase of the number of Shares it has subscribed for and may be
obligated to purchase will not cause it to violate the net capital requirements
of Rule 15c3-1 under the Exchange Act.
9. Blue Sky Qualification. The Selected Dealer agrees that it will offer
to sell the Shares only (a) in states or jurisdictions in which it is licensed
as a broker-dealer under the laws of such states, and (b) in which the
Representative has been advised by counsel that the Shares have been qualified
for sale under the respective securities or Blue Sky laws of such states. The
Representative assumes no obligation or responsibility as to the right of any
Selected Dealer to sell the Shares in any state or as to any sale therein.
10. 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 share of any transfer tax or any other tax (other than the single
transfer tax
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described above) if any such tax shall be from time to time assessed against the
Underwriters and other Selected Dealers.
11. No Joint Venture. No Selected Dealer is authorized to act as the
Underwriters' agent, or otherwise to act on our behalf, in the offering or
selling of Shares to the public or otherwise. Nothing contained herein will
constitute the Selected Dealers an association or other separate entity or
partners with the Underwriters, or with each other, but each Selected Dealer
will be responsible for its share of any liability or expense based on any claim
to the contrary.
12. Communications. This Agreement and all communications to the
Underwriters shall be sent to the Representative at the following address or, if
sent by facsimile, to the number set forth below:
Mr. Cery Xxxxx
Xxxxxxx & Co., Inc.
00000 XxxXxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Fax No. (000) 000-0000
Any notice to the Selected Dealer shall be properly given if mailed, telephoned,
or transmitted by facsimile to the Selected Dealer at its address or number set
forth below its signature to this Agreement. All communications and notices
initially transmitted by facsimile shall be confirmed in writing.
13. Governing Law. This Agreement shall be governed by and construed
according to the laws of the State of California.
14. Representative's Authority and Obligations. The Representative shall
have full authority to take such actions as it may deem advisable in respect of
all matters pertaining to the offering or arising thereunder. The Representative
shall not be under any liability to the Selected Dealer, except such as may be
incurred under the Securities Act of 1933 and the rules and regulations
thereunder, except for lack of good faith and except for obligations assumed by
it in this Agreement, and no obligation on its part shall be implied or inferred
herefrom.
15. Assignment. This Agreement may not be assigned by the Selected
Dealer without the Representative's prior written consent.
16. Termination. The Selected Dealer will be governed by the terms and
conditions of this Agreement until it is terminated. This Agreement will
terminate upon the termination of the Offering.
17. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which together shall constitute
one instrument. A copy of an executed counterpart of this Agreement may be sent
via facsimile by any party to the other party, and the other party may deem such
facsimile copy of the executed counterpart to be an original.
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18. Application. If you desire to purchase any of the Shares, please
confirm your application by signing and returning to us your confirmation on the
duplicate copy of this letter, even though you may have previously advised us
thereof by telephone or telegraph. Our signature hereon may be by facsimile.
XXXXXXX & CO., INC.
Dated: _____________, 1997 By:_____________________________________
Cery Perle, President
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OFFER TO PURCHASE
The undersigned does hereby offer to purchase (subject to the right to
revoke set forth in Section 2) _______ Shares in accordance with the terms and
conditions set forth above.
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By:______________________________________
Its:_____________________________________
Address:_____________________________
Facsimile Number:____________________
Telephone Number:____________________
("Selected Dealer")
Date of Acceptance: ________________________
Accepted By: _______________________________
IRS Employer Identification No.: ___________
Share Allocation: __________________________
