EXHIBIT 1.2
1,600,000 Shares(1)
PRINTWARE, INC.
Common Stock
SELECTED DEALERS' AGREEMENT
Gentlemen:
1. R.J. Steichen & Company and the other Underwriters named in the
Prospectus referred to below (the "Underwriters"), acting through us as
Representative, have severally agreed to purchase, subject to the terms and
conditions set forth in the Underwriting Agreement referred to in the Prospectus
(the "Underwriting Agreement"), from Printware, Inc., a Minnesota corporation
(the "Company"), and certain selling shareholders of the Company named in the
Underwriting Agreement (the "Selling Shareholders"), an aggregate of 1,600,000
shares (the "Firm Shares") of the Company's common stock, $.01 par value per
share ("Common Stock"). Of the Firm Shares, 1,000,000 Firm Shares are to be
sold by the Company and 600,000 Firm Shares are to be sold by the Selling
Shareholders. In addition, the several Underwriters have been granted an option
to purchase from the Company and the Selling Shareholders up to an aggregate of
an additional 240,000 shares of Common Stock (the "Option Shares") to cover
overallotments in connection with the sale of the Firm Shares. The Firm Shares
and the Option Shares are hereinafter collectively called the "Shares." The
Shares and the terms upon which they are to be offered for sale by the several
Underwriters are more particularly described in the enclosed Prospectus.
2. The Shares are to be offered to the public by the several Underwriters
at a price of $_______ per share (hereinafter called the "Public Offering
Price") and in accordance with the terms of offering set forth in the
Prospectus.
3. Subject to the terms and conditions hereof, some or all of the several
Underwriters are severally offering a portion of the Shares for sale to (i)
certain dealers which are members of the National Association of Shares Dealers,
Inc. (the "NASD") and which agree to comply with all applicable rules of the
NASD, including, without limitation, the NASD's Interpretation with respect to
Free-Riding and Withholding and Section 24 of Article III of the NASD's Rules of
Fair Practice, and (ii) foreign dealers or institutions ineligible for
membership in the NASD which agree (x) not to resell the Shares (A) to
purchasers in, or to persons who are nationals or residents of, the United
States of America, or (B) when there is a public demand for the Shares, to
persons specified as those to whom members of the NASD participating in a
distribution may not sell, and (y) to comply, as though such foreign dealer or
institution were a member of the NASD, with such Interpretation with respect to
Free-Riding and Withholding and with Sections 8, 24, 25 (as such Section applies
to foreign non-members) and 36 of such Rules of Fair Practice (such dealers and
institutions agreeing to purchase Shares hereunder being hereinafter referred to
as "Selected Dealers") at the Pubic Offering Price less a selling
________________________
(1) Plus an option to purchase up to 240,000 additional shares to cover
over-allotments.
concession of $________ per share, payable as hereinafter provided, out of which
concession an amount not exceeding $______ per share may be reallowed by
Selected Dealers to members of the NASD or to foreign dealers or institutions
ineligible for membership therein which agree as aforesaid. This offering is
made subject to delivery of the Shares and their acceptance by us, to the
approval of all legal matters by counsel and to the terms and conditions herein
set forth. Some or all of the Underwriters may be included among the Selected
Dealers. Each of the Underwriters has agreed that, during the term of this
Agreement, it will be governed by the terms and conditions hereof whether or not
such Underwriter is included among the Selected Dealers.
4. We, acting as Representative, and with our consent, any Underwriter,
may buy Shares from, or sell Shares to, any Selected Dealer, or any other
Underwriter, and any Selected Dealer may buy Shares from, or sell Shares to, any
other Selected Dealer or any Underwriter at the Public Offering Price less all
or any part of the concession. We, acting as Representatives, after the initial
public offering, may change the Public Offering Price, the concession and the
reallowance.
5. If, prior to the termination of this Agreement, we purchase or
contract to purchase, in the open market or otherwise, for the account of any
Underwriter, any Shares purchased by you hereunder, you agree to pay us on
demand for the accounts of the several Underwriters an amount equal to the
concession on such Shares. In addition, we may charge you with any transfer
taxes and broker's commissions or dealer's mark-up paid in connection with such
purchase or contract to purchase.
6. We shall act on behalf of the Underwriters under this Agreement and
shall have full authority to take such action as we may deem advisable in
respect of all matters pertaining to the public offering of the Shares.
7. If you desire to purchase any of the Shares, your subscription should
reach us promptly by telephone or telegraph at the offices of R.J. Steichen &
Company, 801 Nicollet Mall, Suite 1100, Minneapolis, Minnesota 55402, and we
will use our best efforts to fill the same. We reserve 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. The Shares allotted to you will
be confirmed, subject to the terms and conditions of this Agreement.
8. The privilege of purchasing the Shares is extended to you only on
behalf of the several Underwriters, if any, that may lawfully sell the Shares to
dealers in your state.
9. Any of the Shares purchased by you under the terms of this Agreement
may be immediately reoffered to the public in accordance with the terms of the
offering thereof set forth herein and in the Prospectus, subject to the
securities laws of the various states. Neither you nor any other person is or
has been authorized to give any information or to make any representations in
connection with the sale of the Shares other than as contained in the
Prospectus.
10. This Agreement will terminate when we shall have determined that the
public offering of the Shares has been completed and upon telegraphic notice to
you of such
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termination, but, if not previously terminated, this Agreement will terminate
at the close of business on the thirtieth (30th) full business day after the
date hereof; provided, however, that we shall have the right to extend this
Agreement for an additional period or periods not exceeding thirty (30) full
business days in the aggregate upon telephonic notice to you. Promptly after
the termination of this Agreement, there shall become payable to you the
selling concession on the number of Shares that you shall have purchased
hereunder and that shall not have been purchased or contracted for (including
certificates issued upon transfer) by us, in the open market or otherwise
(except pursuant to Section 12 hereof), during the term of this Agreement for
account of one or more of the several Underwriters.
11. For the purpose of stabilizing the market in the Common Stock of the
Company, we have been authorized to make purchases and sales thereof, in the
open market or otherwise, and, in arranging for sale of the Shares, to over-
allot.
12. You agree to advise us from time to time upon request, prior to the
termination of this Agreement, of the number of Shares purchased by you
hereunder and remaining unsold at the time of such request, and if, in our
opinion, any such Shares shall be needed to make delivery of the Shares sold or
over-allotted for the account of one or more of the Underwriters, you will,
forthwith upon our request, grant to us for the account or accounts of such
Underwriter or Underwriters 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 Shares owned by you as shall have been specified in
our request.
13. On becoming a Selected Dealer, and in offering and selling the Shares,
you agree (which agreement shall also be for the benefit of the Selling
Shareholders and the Company) to comply with all applicable requirements of the
Securities Act of 1933, as amended (the "Act"), and the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). You confirm that you are familiar
with Rule 15c2-8 under the Exchange Act relating to the distribution of
preliminary and final prospectuses for securities of an issuer and confirm that
you have complied and will comply therewith.
14. Upon request, you will be informed as to the jurisdictions in which we
have been advised that the Shares have been qualified for sale under the
respective securities or Blue Sky laws of such jurisdictions, but neither we nor
any of the Underwriters assume any obligation or responsibility as to the right
of any Selected Dealer to sell the Shares in any jurisdiction or as to any sale
therein. You authorize us to file a Further State Notice with respect to the
Shares with the State of New York, if required.
15. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
16. It is expected that public advertisement of the Shares will be made on
the first day after the effective date of the Registration Statement or such
later date as the initial offering price of the Shares is determined if the
Company elects to rely on Rule 430A under the Act. Twenty-four (24) hours after
such advertisement shall have appeared, but not before, you will be free to
advertise at your own expense, over your own name, subject to any restriction of
local
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laws, but your advertisement must conform in all respects to the requirements
of the Act, and neither we nor the Underwriters shall be under any obligation
or liability in respect of your advertisement.
17. No Selected Dealer is authorized to act as our agent or as agent for
the Underwriters, or otherwise to act on our behalf or on behalf of the
Underwriters, in offering or selling the Shares to the public or otherwise.
18. We and the several Underwriters shall not be under any liability for
or in respect of the value, validity or form of the Shares, or delivery of the
certificates for the Shares, or the performance by anyone of any agreement on
his part, or the qualification of the Shares for sale under the laws of any
jurisdiction, or for or in respect of any matter connected with this Agreement,
except for lack of good faith and for obligations expressly assumed by use or by
the several Underwriters in this Agreement. The foregoing provisions shall not
be deemed a waiver of any liability imposed under the Act.
19. Payment for the Shares sold to you hereunder is to be made at the
Public Offering Price, on or about ___________________, 1996 or such later date
as we may advise, by certified or official bank check, payable to the order of
R.J. Steichen & Company, in current funds, at such place as we shall specify on
one day's notice to you against delivery of the Shares. Notwithstanding the
foregoing, if actions in the Shares can be settled through the facilities of The
Depository Trust Company, payment for and delivery of Shares purchased by you
hereunder will be made through the facilities of The Depository Trust Company,
if you are a member, unless you have otherwise notified us prior to the date
specified in our telex or telegram to you, or, if you are not a member,
settlement may be made through a correspondent who is a member pursuant to
instructions you may send us prior to such specified date.
20. Notice to us should be addressed to R.J. Steichen & Company, Midwest
Plaza, Suite 1100, 801 Nicollet Mall, Minneapolis, Minnesota 55402. Notices to
you shall be deemed to have been duly given if telegraphed or mailed to you at
the address to which this letter is addressed.
21. If you desire to purchase any of the Shares, please confirm your
subscription by signing and returning to us your confirmation overleaf on the
duplicate copy of this letter enclosed herewith, even though you have previously
advised us thereof by telephone, teletype or telegraph.
Very truly yours,
R.J. STEICHEN & COMPANY
As Representative
By: _______________________________
Managing Director
__________________, 1996
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CONFIRMATION
R.J. STEICHEN & COMPANY
As Representative
Midwest Plaza, Suite 1100
801 Nicollet Mall
Minneapolis, Minnesota 55402
Dear Sirs:
We hereby agree to purchase __________________ shares of common stock, $.01
par value per share, of Printware, Inc., in accordance with all terms and
conditions stated in the foregoing letter. We hereby acknowledge receipt of the
Prospectus referred to in the first paragraph thereof relating to said Shares.
We further state that in purchasing said Shares we have relied upon said
Prospectus and upon no other statement whatsoever, written or oral. We hereby
confirm that we are a dealer actually engaged in the investment banking or
securities business and that we are either (a) a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or (b) 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 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. We hereby agree to comply with all
applicable rules of the NASD, including, without limitation, the NASD's
Interpretation with respect to Free-Riding and Withholding and Section 24 of
Article III of the NASD's Rules of Fair Practice and, if we are a foreign dealer
and not a member of the NASD, we also agree to comply with such Interpretation
with respect to Free-Riding and Withholding and to comply, as though we were a
member of the NASD, with the provisions of Sections 8, 24, 25 (as such Section
applies to foreign non-members) and 36 of Article III of such Rules of Fair
Practice. We confirm that we will not sell any of the Shares to discretionary
accounts.
______________________________________
By: __________________________________
Authorized Representative
Address ______________________________
Dated: _________________, 1996.
MPLS:80186-1