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EXHIBIT 1.2
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OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND,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.
1,000,000 UNITS
AMERICAN PROFESSIONAL BILLIARDS, INC.
(A Nevada Corporation)
($6.00 per Unit)
SELECTED DEALERS AGREEMENT
_____________, 1996
Dear Ladies and Gentlemen:
1. Joseph Roberts & Co., Inc., named as the Representative of the
underwriters in the enclosed Preliminary Prospectus (the "Representative"), or
if there are no other underwriters, then Representative shall mean Underwriter,
proposes to offer on a firm commitment basis, subject to the terms and
conditions and execution of the Underwriting Agreement, 1,000,000 Units (the
"Units") of AMERICAN PROFESSIONAL BILLIARDS, INC. (the "Company"). The 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 Representative is soliciting offers to buy upon the terms
and conditions hereof for a part of the Units from Selected Dealers, who are to
act as principal, 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 or 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
$6.00 per Unit. Selected Dealers will be allowed a concession of not less than
10% 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 Representative, 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
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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 reoffering 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 reoffered 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 Chicago Clearinghouse funds to the Representative. Certificates for
the securities shall be delivered as soon as practicable at the offices of
Joseph Roberts & Co., Inc., 416 East Atlantic Boulevard, Pompano Beach, Florida
33060. 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 Securities and Exchange 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 rules and regulations issued under said Acts. No person is
authorized by the Company or by the Representative 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
Representative 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.
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8. The Representative shall have full authority to take such
action as it may deem advisable in respect of all matters pertaining to the
offering or arising thereunder. The Representative 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 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. ("NASD") 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 possession 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 NASD and the interpretations of said Sections 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 Units from you
at least 48 hours prior to the time you expect to mail confirmations and you
have informed us by telegram of compliance with this provision not later than
2:00 p.m. Pompano Beach time, on the day prior to the anticipated effective date
of the Registration Statement. 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.
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 shares
of common stock or warrants comprising the Units) 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 Representative may in connection with
the offering engage in stabilizing transactions. If the Representative 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,
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the Representative may withhold the Selected Dealer's concession originally
allowed you on the Units so purchased, and you agree to such withholding.
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. All communications from you should be directed to us at the
office of the Representative, Joseph Roberts & Co., Inc., 416 East Atlantic
Boulevard, Pompano Beach, Florida 33060. All communications from us to you shall
be directed to the address to which this letter is mailed.
Very truly yours,
JOSEPH ROBERTS & CO., INC.
By:______________________________
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