EXHIBIT 1.3
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. NO
OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE
CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND
ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT
OF ANY KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE
EFFECTIVE DATE.
MEDJET INC.
1,200,000 UNITS
CONSISTING OF
1,200,000 SHARES OF COMMON STOCK
AND
1,200,000 CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS
SELECTED DEALERS AGREEMENT
_____________________, 1996
Dear Sirs:
1. Patterson Travis, Inc., named as the underwriter in the enclosed
Preliminary Prospectus (the "Underwriter"), proposes to offer on a firm
commitment basis, subject to the terms and conditions and execution of the
Underwriting Agreement, 1,200,000 units (including any additional units
offered pursuant to an over-allotment option, the "Firm Units") of Medjet
Inc. (the "Company") each consisting of one (1) share of common stock par
value $.001 per share (the "Common Stock") and one (1) Class A Redeemable
Common Stock Purchase Warrant (the "Warrant"), to purchase one share of
Common Stock. The Firm Units are more particularly described in the enclosed
Preliminary Prospectus, additional copies of which as well as the Prospectus
(after effective date) will be supplied in reasonable quantities upon request.
2. The Underwriter is soliciting offers to buy Units upon the terms
and conditions hereof, from Selected Dealers, who are to act as principals,
including you, who are (i) registered with the Securities and Exchange
Commission ("the Commission") as broker-dealers under the Securities Exchange
Act of 1934, as amended ("the 1934 Act"), and members in good standing with
the National Association of Securities Dealers, Inc. ("the NASD"), or (ii)
dealers of institutions with their principal place of business located
outside the United States, its territories and possessions and not registered
under the 1934 Act who agree to make no sales within the United States, its
territories and possessions or to persons who are nationals thereof or
residents therein and, in making sales, to comply with the NASD's
interpretation
with respect to free-riding and withholding. Units are to be offered to the
public at a price of $5.00 per Unit. Selected Dealers will be allowed a
concession of not less than _____% of the offering price. You will be
notified of the precise amount of such concession prior to the effective date
of the Registration Statement. The offer is solicited subject to the
issuance and delivery of the Units and their acceptance by the Underwriter to
the approval of legal matters by counsel and to the terms and conditions as
herein set forth.
3. Your offer to purchase may be revoked in whole or in part without
obligation or commitment of any kind by you any time prior to acceptance and
no offer may be accepted by us and no sale can be made until after the
registration statement covering the Units has become effective with the
Commission. Subject to the foregoing, upon execution by you of the Offer to
Purchase below and the return of same to us, you shall be deemed to have
offered to purchase the number of Units set forth in your offer on the basis
set forth in paragraph 2 above. Any oral notice by us of acceptance of your
offer shall be immediately followed by written or telegraphic confirmation
preceded or accompanied by a copy of the Prospectus. If a contractual
commitment arises hereunder, all the terms of this Selected Dealers Agreement
shall be applicable. We may also make available to you an allotment to
purchase Units, but such allotment shall be subject to modification or
termination upon notice from us any time prior to an exchange of
confirmations reflecting completed transactions. All references hereafter in
this Agreement to the purchase and sale of the Units assume and are
applicable only if contractual commitments to purchase are completed in
accordance with the foregoing.
4. You agree that in re-offering the Units, if your offer is accepted
after the Effective Date, you will make a bona fide public distribution of
same. You will advise us upon request of the Units purchased by you
remaining unsold, and we shall have the right to repurchase such Units upon
demand at the public offering price less the concession as set forth in
paragraph 2 above. Any of the Units purchased by you pursuant to this
Agreement are to be re-offered by you to the public at the public offering
price, subject to the terms hereof and shall not be offered or sold by you
below the public offering price before the termination of this Agreement.
5. Payment for Units which you purchase hereunder shall be made by you
on such date as we may determine by certified or bank cashier's check payable
in New York Clearinghouse funds to Patterson Travis, Inc. Certificates for
the securities shall be delivered as soon as practicable at the offices of
Patterson Travis, Inc., One Battery Park Plaza, New York, NY 10004. Unless
specifically authorized by us, payment by you may not be deferred until
delivery of certificates to you.
6. A registration statement covering the offering has been filed with
the Commission in respect to the Units. You will be promptly advised when
the registration statement becomes effective. Each Selected Dealer in
selling the Units pursuant hereto agrees (which agreement shall also be for
the benefit of the Company) that it will comply with the applicable
requirements of the Securities Act of 1933 and of the 1934 Act and any
applicable
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rules and regulations issued under said Acts. No person is authorized by the
Company or by the Underwriter to give any information or to make any
representations other than those contained in the Prospectus in connection
with the sale of the Units. Nothing contained herein shall render the
Selected Dealers a member of the underwriting group or partners with the
Underwriter or with one another.
7. You will be informed by us as to the states in which we have been
advised by counsel the Units have been qualified for sale or are exempt under
the respective securities or blue sky laws of such states, but we have not
assumed and will not assume any obligation or responsibility as to the right
of any Selected Dealer to sell Units in any state.
8. The Underwriter shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. The Underwriter shall not be under any liability to you,
except such as may be incurred under the Securities Act of 1933 and the rules
and regulations thereunder, except for lack of good faith and except for
obligations assumed by us in this Agreement, and no obligation on our part
shall be implied or inferred herefrom.
9. Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated. This Agreement will terminate when
the offering is completed. Nothing herein contained shall be deemed a
commitment on our part to sell you any Units; such contractual commitment can
only be made in accordance with the provisions of paragraph 3 hereof.
10. You represent that you are a member in good standing of the
National Association of Securities Dealers, Inc. ("Association") and
registered as a broker-dealer or are not eligible for membership under
Section I of the By-Laws of the Association who agree to make no sales within
the United States, its territories, or possessions or to persons who are
nationals thereof or residents therein and, in making sales, to comply with
the NASD's interpretation with respect to free-riding and withholding. Your
attention is called to the following: (a) Article III, Sections 1, 8, 24,
25, 26 and 36 of the Rules of Fair Practice of the Association and the
interpretations of said Section promulgated by the Board of Governors of such
Association including the interpretation with respect to "Free-Riding and
Withholding"; (b) Section 10(b) of the 1934 Act and Rules 10b-6 and 10b-10 of
the general rules and regulations promulgated under said Act; (c) Securities
Act Release #3907; (d) Securities Act Release #4150; and (e) Securities Act
Release #4968 requiring the distribution of a Preliminary Prospectus to all
persons reasonably expected to be purchasers of Shares from you at least 48
hours prior to the time you expect to mail confirmations. You, if a member
of the Association, by signing this Agreement, acknowledge that you are
familiar with the cited law, rules, and releases, and agree that you will not
directly and/or indirectly violate any provisions of applicable law in
connection with your participation in the distribution of the Units.
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11. In addition to compliance with the provisions of paragraph 10
hereof, you will not, until advised by us in writing or by wire that the
entire offering has been distributed and closed, bid for or purchase Units or
its component securities in the open market or otherwise make a market in
such securities or otherwise attempt to induce others to purchase such
securities in the open market. Nothing contained in this paragraph 11 shall,
however, preclude you from acting as agent in the execution of unsolicited
orders of customers in transactions effectuated for them through a market
maker.
12. You understand that the Underwriter may in connection with the
offering engage in stabilizing transactions. If the Underwriter contracts
for or purchases in the open market in connection with such stabilization any
Units sold to you hereunder and not effectively placed by you, the
Underwriter may charge you the Selected Dealer's concession originally
allowed you on the Units so purchased, and you agree to pay such amount to us
on demand.
13. By submitting an Offer to Purchase you confirm that your net
capital is such that you may, in accordance with Rule 15c3-1 adopted under
the 1934 Act, agree to purchase the number of Units you may become obligated
to purchase under the provisions of this Agreement.
14. You agree that (i) you shall not recommend to a customer the
purchase of Firm Units unless you shall have reasonable grounds to believe
that the recommendation is suitable for such customer on the basis of
information furnished by such customer concerning the customer's investment
objectives, financial situation and needs, and any other information known to
you, (ii) in connection with all such determinations, you shall maintain in
your files the basis for such determination, and (iii) you shall not execute
any transaction in Firm Units in a discretionary account without the prior
specific written approval of the customer.
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15. All communications from you should be directed to us at the office
of the Underwriter, Patterson Travis, Inc., One Battery Park Plaza, New York,
NY 10004. All communications from us to you shall be directed to the address
to which this letter is mailed.
Very truly yours,
PATTERSON TRAVIS, INC.
By: ______________________________
Its
ACCEPTED AND AGREED TO AS OF THE _____
DAY OF _____________________, 1996
[Name of Dealer]
By: ________________________________
Its
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To: Patterson Travis, Inc.
One Battery Park Plaza
New York, NY 10004
We hereby subscribe for _____________ Units of Medjet Inc., each Unit
consisting of one (1) share of common stock, par value $.001 per share (the
"Common Stock") and one (1) Class A Redeemable Common Stock Purchase Warrant
(the "Class A Warrants"), to purchase one share of Common Stock, in
accordance with the 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 Units. We further state that in
purchasing said Units 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. (the "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. We hereby agree to comply
with the provisions of Section 24 of Article III of the Rules of Fair
Practice of the NASD, and if we are a foreign dealer and not a member of the
NASD, we also agree to comply with the NASD's interpretation with respect to
free-riding and withholding, to comply, as though we were a member of the
NASD, with the provisions of Sections 8 and 36 of Article III thereof as that
Section applies to non-member foreign dealers.
[Name of Dealer]
______________________________
By: _______________________________
Address
______________________________
______________________________
Dated _____________________, 1996