Exhibit 99(j)
[FORM OF AGENCY AGREEMENT]
Date
Name of Broker or Dealer
Address
State
Re: SDNB Financial Corp.;
Subscription Offering;
Agreement to Participate
Dear Name:
The purpose of this letter is to reflect the agreement of
SDNB Financial Corp. (the "Company") and
_______________("Dealer") regarding the scope of Dealer's activities in
connection with the Company's offering (the "Subscription
Offering") of up to 769,582 shares of its Common Stock, no par
value ("Common Stock"), pursuant to transferable subscription
rights at a subscription price of $4.34 per share. The terms of
the Subscription Offering are more fully described in the
Prospectus relating to such transaction. A copy of the
Prospectus, dated August 9, 1995, is attached hereto as Exhibit A
(such document, in the form declared effective by the Securities
Exchange Commission and as it may be subsequently amended, shall
be referred to herein as the "Prospectus"). Unless otherwise
specified, capitalized terms used herein and defined in the
Prospectus shall have the same meanings herein as set forth for
them in the Prospectus.
Dealer hereby agrees to participate in the Subscription
Offering, subject to the following conditions and
representations:
1. Dealer will instruct each Holder on behalf of whom
Dealer solicits the exercise of, or on behalf of whom Dealer
exercises, Subscription Rights that payment for the aggregate
Subscription Price attributable to any Subscription Rights so
solicited or exercised must be made by bank certified check or
cashier's check, payable to the order of the Subscription Agent.
2. Dealer will transmit to the Subscription Agent any
funds received from a Holder by 12:00 p.m., New York time, on the
business day following the date of Dealer's receipt of such
funds.
3. Dealer will not, in the aggregate, solicit the exercise
of or exercise Subscription Rights representing the right to
subscribe for more than 36,555 shares of Common Stock. Such
limitation shall be cumulative and shall apply to the total
number of Subscription Rights solicited or exercised, directly or
indirectly, through Dealer.
4. If the Subscription Offering is terminated, Dealer will
be entitled only to be reimbursed for its out-of-pocket expenses.
5. Dealer may associate other dealers ("Selected Dealers")
to solicit the exercise of or to exercise subscriptions in
connection with the Subscription Offering; provided, however,
that each Selected Dealer must enter into an agreement (the
"Selected Dealer Agreement") with Dealer in the form attached
hereto as Exhibit B, and Dealer must promptly provide the Company
with an executed copy of each Selected Dealer Agreement.
6. During the duration of the Subscription Offering,
Dealer will promptly notify the Company of any acquisition by
Dealer, any Selected Dealer, or any associated or affiliated
person of Dealer or any Selected Dealer, of any unregistered
securities of the Company. Such notification shall set forth
complete details of any such acquisition, including, but not
limited to, the date of acquisition, the acquisition price, and
the amount of unregistered securities so acquired.
7. During the duration of the Subscription Offering,
Dealer will promptly notify the Company of any contractual or
other relationship between any Selected Dealer and the Company.
8. Dealer represents and warrants that it will comply with
the provisions of Sections 8, 24, 25, and 36 of Article III of
the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. ("NASD").
9. Dealer represents and warrants that it is not directly
or indirectly affiliated or associated with any beneficial owner
of any unregistered security of the Company acquired within the
12 month period prior to April 3, 1995, the initial filing date
of the Registration Statement on Form S-3 relating to the
Subscription Offering.
10. Dealer represents and warrants that it does not have
any direct or indirect affiliation or association with any
officer, director, or five percent (5%) or greater shareholder of
the Company.
11. Dealer represents and warrants that neither Dealer nor
any associated person, parent, or affiliate of Dealer has a
"Conflict of Interest" with the Company within the meaning of
Section 2(g) of Schedule E to the NASD By-Laws.
In exchange for Dealer's services, and subject to the
foregoing conditions and representations, the Company hereby
agrees to pay Dealer a commission equal to five percent (5%) of
the aggregate Subscription Price attributable to Subscription
Rights validly exercised through Dealer, which payment shall be
due and payable upon completion of the Subscription Offering.
Please confirm your intention to participate in the
Subscription Offering in accordance with the foregoing terms by
executing this letter on the line provided below and returning it
to the undersigned.
Very truly yours,
SDNB FINANCIAL CORP.
By: __________________
Murray L. Galinson
President and Chief
Executive Officer
Accepted and agreed to
this ____ day of ____________, 1995:
NAME OF BROKER OR DEALER
By:__________________________
Authorized Representative
Title