Exhibit 1.1
CROPKING, INCORPORATED
1,500,000 Shares of Common Stock and
2,000,000 Common Stock Purchase Warrants
SELECTED DEALER AGREEMENT
Boca Raton, Florida
, 1998
Gentlemen:
1. ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. (the "Underwriter") is offering for sale
an aggregate of 1,500,000 Shares of Common Stock (the "Shares") and 2,000,000
Warrants (the "Warrants") (collectively the "Firm Securities") of CropKing,
Incorporated (the "Company"), which the Underwriter has agreed to purchase from
the Company, and which are more particularly described in the Registration
Statement, Underwriting Agreement and Prospectus. In addition, the Underwriter
has been granted an option to purchase from the Company up to an additional
225,000 Shares and an additional 300,000 Warrants (the "Option Securities") to
cover overallotments in connection with the sale of the Firm Securities. The
Firm Securities and any Option Securities purchased are herein called the
"Securities". The Securities and the terms under which they are to be offered
for sale by the Underwriter is more particularly described in the Prospectus.
2. The Securities are to be offered to the public by the Underwriter at
the price per Share and price per Warrant set forth on the cover page of the
Prospectus (the "Public Offering Price"), in accordance with the terms of
offering set forth in the Prospectus.
3. The Underwriter, subject to the terms and conditions hereof, is
offering a portion of the Securities for sale to certain dealers who are
actually engaged in the investment banking or securities business and who are
either (a) members in good standing of the National Association of Securities
Dealers, Inc. (the "NASD"), or (b) dealers with their principal places of
business located outside the United States, its territories and its
possessions and not registered as brokers or dealers under the Securities
Exchange Act of 1934, as amended (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
who shall agree to sell Securities hereunder being herein called "Selected
Dealers") at the public offering price, less a selling concession (which may
be changed) of not in excess of $ per Share and/or $ per Warrant
payable as hereinafter provided, out of which concession an amount not
exceeding $ per Share and/or $ per
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Warrant may be reallowed by Selected Dealers to members of the NASD or
foreign dealers qualified as aforesaid. The Selected Dealers who are members
of the NASD agree to comply with all of the provisions of the NASD Conduct
Rules. Foreign Selected Dealers agree to comply with the provisions of Rule
2740 of the NASD Conduct Rules, and, if any such dealer is a foreign dealer
and not a member of the NASD, such Selected Dealer also agrees to comply with
the NASD's Interpretation with Respect to Free-Riding and Withholding, and to
comply, as though it were a member of the NASD, with the provisions of Rules
2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 thereof
as that Rule applies to non-member foreign dealers. The Underwriter has
agreed that, during the term of this Agreement, it will be governed by the
terms and conditions hereof.
4. ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. shall act as Underwriter and shall have
full authority to take such action as we may deem advisable in respect to all
matters pertaining to the public offering of the Securities.
5. If you desire to act as a Selected Dealer, and purchase any of the
Securities, your application should reach us promptly by facsimile, letter or
telegraph at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇. 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 Securities
allotted to you will be confirmed, subject to the terms and conditions of
this Selected Dealers Agreement (the "Agreement").
6. The privilege of subscribing for the Securities is extended to you
only on the condition that the Underwriter may lawfully sell the Securities
to Selected Dealers in your state or other applicable jurisdiction.
7. Any Securities to be purchased by you under the terms of this
Agreement may be immediately reoffered to the public in accordance with the
terms of offering as set forth herein and in the Prospectus, subject to the
securities or Blue Sky laws of the various states or other jurisdictions.
You agree to pay us on demand for the account of the Underwriter an
amount equal to the Selected Dealer concession as to any Securities purchased
by you hereunder which, prior to the completion of the public offering as
defined in paragraph 8 below, we may purchase or contract to purchase for our
account and, in addition, we may charge you with any broker's commission and
transfer tax paid in connection with such purchase or contract to purchase.
Certificates for Securities delivered on such repurchases need not be the
identical certificates originally purchased.
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You agree to advise us from time to time, upon request, 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 overallotted for the account of the
Underwriter, you will, forthwith upon our request, grant to us for the
account of the Underwriter 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 or such part thereof as we shall
determine, such number of Securities owned by you as shall have been
specified in our request.
No expenses shall be charged to Selected Dealers. A single transfer
tax, if payable, upon the sale of the Securities by the Underwriter to you
will be paid when such Securities are delivered to you. However, you shall
pay any transfer tax on sales of Securities 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.
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
Securities other than as contained in the Prospectus.
8. The first three paragraphs of Section 7 hereof will terminate when
we shall have determined that the public offering of the Securities has been
completed and upon telefax notice to you of such termination, but, if not
theretofore terminated, they will terminate at the close of business on the
30th full business day after the date hereof; provided, however, that we
shall have the right to extend such provisions for a further period or
periods, not exceeding an additional 30 days in the aggregate upon telefax
notice to you.
9. For the purpose of stabilizing the market in the Securities, we
have been authorized to make purchases and sales of the Securities of the
Company, in the open market or otherwise, for long or short account, and, in
arranging for sales, to overallot.
10. On becoming a Selected Dealer, and in offering and selling the
Securities, you agree to comply with all the applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and the 1934 Act. You
confirm that you are familiar with 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 ▇▇▇▇ ▇▇▇) and confirm that you have complied and
will comply therewith.
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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.
11. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Securities are qualified
for sale under the respective securities or Blue Sky laws of such states and
other jurisdictions, but we shall not assume any obligation or responsibility
as to the right of any Selected Dealer to sell the Securities in any state or
other jurisdiction or as to the eligibility of the Securities for sale
therein. We will, if requested, file a Further State Notice in respect of
the Securities pursuant to Article 23-A of the General Business Law of the
State of New York.
12. No Selected Dealer is authorized to act as agent for the
Underwriter, or otherwise to act on our behalf, in offering or selling the
Securities to the public or otherwise or to furnish any information or make
any representation except as contained in the Prospectus.
13. Nothing will constitute the Selected Dealers an association or
other separate entity or partners with the Underwriter, 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 Securities, or the delivery of the
certificates for the Securities, or the performance by anyone of any
agreement on its part, or the qualification of the Securities for sale under
the laws of any jurisdiction, or for or in respect of any other matter
relating to this Agreement, except for lack of good faith and for obligations
expressly assumed by us or by the Underwriter 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.
14. Payment for the Securities sold to you hereunder is to be made at
the Public Offering Price less the above-mentioned selling concession on such
time and date as we may advise, at the office of ▇▇▇▇▇▇ ▇▇▇▇▇ Securities,
Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇, by wire transfer to the account of the Underwriter or by a certified or
official bank check in current New York Clearing House funds, payable to the
order of ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc., as Underwriter, against delivery of
certificates for the Securities so purchased. If such payment is not made
at such time, you agree to pay us interest on such funds at the prevailing
broker's loan rate.
15. Notices to us should be addressed to us at the offices of ▇▇▇▇▇▇
▇▇▇▇▇ Securities, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇. Notices to you shall be
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deemed to have been duly given if telephoned, telefaxed, telegraphed or
mailed to you at the address to which this Agreement or accompanying Selected
Dealer Letter is addressed.
16. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida without giving effect to the choice of
law or conflicts of law principles thereof.
17. If you desire to purchase any Securities and act as a Selected
Dealer, please confirm your application by signing and returning to us your
confirmation on the duplicate copy of the Selected Dealer Letter enclosed
herewith, even though you may have previously advised us thereof by
telephone, letter or telegraph. Our signature hereon may be by facsimile.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC.
BY:_____________________________
Authorized Officer
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SELECTED DEALER LETTER
▇▇▇▇▇▇ ▇. ▇▇▇▇, President
▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
We hereby subscribe for ___________ Shares and/or ___________ Warrants
of CropKing, Incorporated in accordance with the terms and conditions stated
in the foregoing Selected Dealers Agreement and this Selected Dealer letter.
We hereby acknowledge receipt of the Prospectus referred to in the Selected
Dealers Agreement and Selected Dealer letter. We further state that in
purchasing said Shares and/or Warrants we have relied upon said 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. ("NASD"); 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 Securities Exchange Act of 1934, as amended, 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. As
a member of the NASD, we hereby agree to comply with all of the provisions of
NASD Conduct Rules. If we are a foreign Selected Dealer, we agree to comply
with the provisions of Rule 2740 of the NASD Conduct Rules, and if we are a
foreign dealer and not a member of the NASD, we agree to comply with the
NASD's interpretation with respect to free-riding and withholding, and agree
to comply, as though we were a member of the NASD, with provisions of Rules
2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of the
NASD Conduct Rules as that Rule applies to non-member foreign dealers.
Firm: ___________________________
By: ___________________________
(Name and Position)
Address: ___________________________
___________________________
Telephone No.: ___________________________
Dated:________________ , 1998
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