Exhibit 99(k)
[FORM OF SELECTED DEALER AGREEMENT]
Date
Name of Associated 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
___________________________________________________("Dealer") and
_________________________________("Selected Dealer") regarding
Selected Dealer's agreement to act as an associated dealer of
Dealer in connection with the offering (the "Subscription
Offering") by SDNB Financial Corp. (the "Company") 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.
Selected Dealer hereby agrees to participate in the
Subscription Offering as an associated dealer of Dealer, subject
to the following conditions and representations:
1. Selected Dealer will instruct each Holder on behalf of
whom Selected Dealer solicits the exercise of, or on behalf of
whom Selected 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. Selected 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 Selected Dealer's receipt
of such funds.
3. (a) Selected Dealer will not, in the aggregate,
solicit the exercise of or exercise Subscription Rights
representing the right to subscribe for more than _______ shares
of Common Stock, nor will Selected Dealer cause Dealer to,
directly or indirectly, solicit the exercise of or exercise
Subscription Rights representing, in the aggregate, 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 Selected Dealer.
(b) Dealer shall have the right to terminate this
Agreement in order to ensure compliance with the limitation set
forth in Paragraph (a) on the aggregate Subscription Rights that
may be solicited or exercised by Dealer.
4. If the Subscription Offering is terminated, Selected
Dealer will be entitled only to be reimbursed for its out-of-
pocket expenses.
5. During the duration of the Subscription Offering,
Selected Dealer will promptly notify Dealer of any acquisition by
Selected Dealer, or any associated or affiliated person of
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.
6. During the duration of the Subscription Offering,
Selected Dealer will promptly notify Dealer of any contractual or
other relationship, other than the relationship evidenced hereby,
between Selected Dealer and the Company.
7. Selected 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").
8. Selected 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.
9. Selected 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.
10. Selected Dealer represents and warrants that neither
Selected Dealer nor any associated person, parent, or affiliate
of Selected 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 Selected Dealer's services, and subject to
the foregoing conditions and representations, Dealer hereby
agrees to pay Selected Dealer a commission equal to ____ percent
(__%) of the aggregate Subscription Price attributable to
Subscription Rights validly exercised through Selected 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,
NAME OF BROKER OR DEALER
By:
Authorized Representative
Title
Accepted and agreed to
this ____ day of ____________, 1995:
NAME OF ASSOCIATED BROKER OR DEALER
By:
Authorized Representative
Title