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EXHIBIT 1.3
_______________, 1999
SELECTED DEALER AGREEMENT
Dear Sirs:
In connection with the public offering of securities of
NeoTherapeutics, Inc. underwritten by us, or by a group of underwriters,
including us (the "Underwriters"), represented by us, you are to be offered, as
principal, a portion of such securities at a discount from the offering price
representing a selling concession or reallowance granted as consideration for
services rendered by you in the sale of such securities. We request that you
agree to the following terms and provisions, and make the following
representations, which, together with any additional terms and provisions set
forth in any wire or letter sent to you in connection with a particular
offering, will govern all such purchases of securities and the reoffering
thereof by you.
Your subscription for, or purchase of, such securities will constitute
your reaffirmation of this Agreement.
1. When we are acting as representatives (the "Representatives") of the
Underwriters in offering securities to you, it should be understood that all
offers are made subject to prior sale of the subject securities, when, as and if
such securities are delivered to and accepted by the Underwriters and subject to
the approval of legal matters by their counsel. In such cases, any order from
you for securities will be strictly subject to confirmation and we reserve the
right in our uncontrolled discretion to reject any order in whole or in part.
Upon release by us, you may reoffer such securities at the offering price fixed
by us. With our consent, you may allow a discount, not in excess of the
reallowance fixed by us, in selling such securities to other dealers, provided
that in doing so you comply with the Conduct Rules of the National Association
of Securities Dealers, Inc. (the "NASD"). Upon our request, you will advise us
of the identity of any dealer to whom you allow such a discount and any
Underwriter or dealer from whom you receive such a discount. After the
securities are released for sale to the public, we may vary the offering price
and other selling terms.
2. You represent that you are a dealer actually engaged in the
investment banking or securities business and that you are either (i) a member
in good standing of the NASD or (ii) a dealer with its principal place of
business located outside the United States, its territories or possessions and
not registered under the Securities Exchange Act of 1934 (a "non-member foreign
dealer") or (iii) a bank not eligible for membership in NASD. If you are a
non-member foreign dealer, you agree to make no sales of securities within the
United States, its territories or its possessions or to persons who are
nationals thereof or residents therein. If you are a non-member foreign dealer
or bank, you agree, in making any sales, to comply with the NASD's
interpretation with respect to free-riding and withholding. In accepting a
reallowance from us whether or not we
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are acting as such Representatives of the Underwriters, and in allowing a
discount to any other person, you agree to comply with the provision of Rule
2740 of the NASD Conduct Rules, and, in addition, if you are a non-member
foreign dealer or bank, you agree to comply, as though you 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 a non-member foreign
dealer or bank. You represent that you are fully familiar with the above
provisions of the Conduct Rules of the NASD.
3. If the securities have been registered under the Securities Act of
1933, as amended (the "1933 Act"), in offering and selling such securities, you
are not authorized to give any information or make any representation not
contained in the prospectus relating thereto. You confirm that you are familiar
with the rules and policies of the Securities and Exchange Commission relating
to the distribution of preliminary and final prospectuses, including but not
limited to Rule 15c2-8 and Regulation M under the Securities Exchange Act of
1934, as amended (the "1934 Act"), and you agree that you will comply therewith
in any offering covered by this Agreement. If we are acting as Representatives
of the Underwriters, we will make available to you, to the extent made available
to use by the issuer of the securities, such number of copies of the prospectus
(or offering documents for securities not registered under the 1933 Act) as you
may reasonably request for the purposes contemplated by the 1933 Act or the 1934
Act, or the rules and regulations thereunder.
4. If we are acting as Representatives of the Underwriters of
securities of an issuer that is not required to file reports under the 1934 Act,
you agree that you will not sell any of the securities to any account over which
you have discretionary authority.
5. Payment for securities purchased by you is to be made at our office,
2500 N. Military Trail, Suite 300, Boca Raton, Florida 33431 (or at such other
place as we may advise), at the offering price less the concession allowed to
you, on such date as we may advise, by certified or official bank check in New
York Clearing House funds (or such other funds as we may advise), payable to our
order, against delivery of the securities to be purchased by you. We shall have
authority to make appropriate arrangements for payment for and/or delivery
through the facility of The Depository Trust Company or any such other
depository or similar facility for the securities.
6. In the event that, prior to the completion of the distribution of
securities covered by this Agreement, we purchase in the open market or
otherwise any securities delivered to you, if we are acting as Representatives
of the Underwriters, you agree to repay to us for the accounts of the
Underwriters the amount of the concession allowed to you plus brokerage
commissions and any transfer taxes paid in connection with such purchase.
7. At any time prior to the completion of the distribution of
securities covered by this Agreement you will, upon our request as
Representatives of the Underwriters, report to us the amount of securities
purchased by you which then remains unsold and will, upon our request, sell to
us for the account of one or more of the Underwriters such amount of such unsold
securities as we may designate, at the offering price less an amount to be
determined by us not in excess of the concession allowed to you.
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8. If we are acting as Representatives for the Underwriters, upon
application to us, we will inform you of the states and other jurisdictions of
the United States in which it is believed that the securities offered are
qualified for sale or are exempt from registration with respect to your right to
sell securities in any jurisdiction. We shall have authority to file with the
Department of State of the State of New York a Further State Notice with respect
to the securities, if necessary.
9. You agree, that in connection with any offering of securities
covered by this Agreement you will comply with the applicable provisions of the
1933 Act and the 1934 Act and the applicable rules and regulations of the
Securities and Exchange Commission thereunder the applicable rules and
regulations of the NASD, and the applicable rules of any securities exchange
having jurisdiction over the offering.
10. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to any offering covered by this
Agreement. We shall be under no liability to you except for our lack of good
faith and for obligations assumed by us in this Agreement, except that you do
not waive any rights that you may have under the 1933 Act or the rules and
regulations thereunder.
11. Any notice from us shall be deemed to have been duly give if mailed
or transmitted by any standard form of written telecommunications to you at such
address as you shall specify to us in writing.
12. With respect to any offering of securities covered by this
Agreement, the price restrictions contained in Paragraph 1 hereof and the
provisions of Paragraphs 6 and 7 hereof shall terminate as to such offering at
the close of business on the 45th day after the securities are released for sale
or, as to any or all such provisions, at such earlier time as we may advise. All
other provisions of this Agreement shall remain operative and in full force and
effect with respect to such offering.
13. This Agreement shall be governed by the laws of the State of
Florida applicable to agreements made and to be performed entirely within such
state.
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Please confirm your agreement hereto by signing the enclosed duplicate
copy hereof in the place provided below and returning such signed duplicate copy
to us at 2500 N. Military Trail, Suite 300, Boca Raton, Florida 33431,
Attention: Syndicate Department (800) 284-9995. Upon receipt thereof, this
instrument and such signed duplicate copy will evidence the agreement between
us.
Very truly yours,
JOSEPH CHARLES & ASSOC., INC.
MILLENNIUM FINANCIAL GROUP, INC.
As Representatives of the Several
Underwriters
BY: JOSEPH CHARLES & ASSOC., INC.
By:
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Authorized Officer
Name:
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Its:
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Confirmed and accepted as of the
____ day of ___________, 1999
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Name of Dealer
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Authorized Officer or Partner
(if not Officer or Partner, attach
copy of Instrument of Authorization)
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Please complete and return with one executed copy of the Selected Dealer
Agreement.
Firm Name:
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Address:
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Street:
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City:
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State:
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Zip Code:
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Phone Number:
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Fax Number:
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Contact Person:
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Tax I.D. #:
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DTC #
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ABA #
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Corporate
Delivery
Instructions:
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Government
Delivery
Instructions:
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