Exhibit 1.3
DISCAS, INC.
800,000 shares of Common Stock
and
800,000 Redeemable Common Stock Purchase Warrants
SELECTED DEALERS AGREEMENT
, 1997
Dear Sirs:
Roan Capital Partners L.P. and Merit Capital Associates, Inc. are the
underwriters (the "Underwriters") named in the Prospectus dated , 1997.
The Underwriters have agreed to purchase, subject to the terms and conditions
set forth in the Underwriting Agreement referred to in the Prospectus, an
aggregate of 800,000 shares of common stock, par value $.0001 per share (the
"Common Stock"), and 800,000 redeemable common stock purchase warrants (the
"Warrants") of Discas, Inc. (the "Company"), and up to 120,000 additional
shares of Common Stock and 120,000 additional Warrants (the "Additional
Securities"), pursuant to an option for the purpose of covering over-allotments
(said 800,000 shares of Common Stock and 800,000 Warrants plus any of said
Additional Securities purchased upon exercise of the option being herein
collectively called the "Securities"). The Securities and the terms upon which
they are to be offered for sale by the Underwriters are more particularly
described in the Prospectus.
1. The Securities are to be offered to the public by the Underwriters
at a price of $5.00 per share of Common Stock and $.10 per Warrant (herein
called the "Public Offering Price") and in accordance with the terms of the
offering set forth in the Prospectus.
2. The Underwriters are offering, subject to the terms and conditions
hereof, a portion of the Securities for sale to certain dealers which are
members of the National Association of Securities Dealers, Inc. and agree to
comply with the provisions of Rule 2740 of the NASD Conduct Rules, and to
foreign dealers or institutions ineligible for membership in said Association
which agree (a) not to resell Securities (i) to purchasers located in, or to
persons who are nationals of, the United States of America or (ii) when there
is a public demand for the Securities to persons specified as
those to whom members of said Association participating in a distribution may
not sell; and (b) to comply, as though such foreign dealer or institution were
a member of such Association, with Rules 2730 and 2750 of the NASD Conduct
Rules (such dealers and institutions agreeing to purchase Common Stock and/or
Warrants hereunder being hereinafter referred to as "Selected Dealers") at the
Public Offering Price less a selling concession of $. per share of Common
Stock and $. per Warrant, payable as hereinafter provided. The Underwriters
may be included among the Selected Dealers.
3. The Underwriters shall act as your representative under this
Agreement and shall have full authority to take such action as they may deem
advisable in respect to all matters pertaining to the public offering of the
Securities.
4. If you desire to purchase any of the Securities, your application
should reach us promptly by telephone or facsimile at the office of Roan, 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 of Common Stock and
the Warrants allotted to you will be confirmed, subject to the terms and
conditions of this Agreement.
5. The privilege of purchasing the shares of Common Stock and the
Warrants is extended to you by the Underwriters only if they may lawfully sell
the Securities to dealers in your state.
6. Any of the shares of Common Stock and Warrants purchased by you
under the terms of this Agreement may be immediately reoffered to the public in
accordance with the terms of the offering 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 Securities other than
as contained in the Prospectus.
7. This Agreement will terminate when we shall have determined that
the public offering of the Securities has been completed and upon telegraphic
notice to you of such termination, but, if not previously terminated, this
Agreement will terminate at the close of business on the 20th 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 20 full
business days in the aggregate upon telegraphic notice to you. Promptly after
the termination of this Agreement there shall become payable to you the selling
concession on all shares of Common Stock and Warrants which you shall have
purchased hereunder and which shall not have been purchased or contracted for
(including
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certificates issued upon transfer) by us, in the open market or otherwise
(except pursuant to Section 10 hereof), during the terms of this Agreement for
the account of the Underwriters.
8. For the purpose of stabilizing the market in the Common Stock and
Warrants 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
Securities, to over-allot.
9. You agree to advise us from time to time, upon request, prior to
the termination of this Agreement, of the number of Securities purchased by you
hereunder and remaining unsold at the time of such request, and, if in our
opinion any such Securities shall be needed to make delivery of the Securities
sold or over-allotted for the account of the Underwriters, you will, forthwith
upon our request, grant to us, or such party as we determine for, our account
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 as we shall determine, such number of Securities owned by
you as shall have been specified in our request.
10. On becoming a Selected Dealer and in offering and selling the
Securities, you agree to comply with all applicable requirements of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the NASD's
Conduct Rules.
11. Upon application, you will be informed as to the jurisdictions in
which we have been advised that the Securities have been qualified for sale
under the respective securities or blue sky laws of such jurisdictions, but we
assume no obligation or responsibility as to the right of any Selected Dealer
to sell the Securities in any jurisdiction or as to any sale therein.
12. Additional copies of the Prospectus will be supplied to
you in reasonable quantities upon request.
13. It is expected that public advertisement of the Securities will be
made on the first day after the effective date of the Registration Statement.
Twenty-four 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 restrictions of local laws, but your advertisement must conform in all
respects to the requirements ofthe Securities Act of 1933, and we will not be
under any obligation or liability in respect of your advertisement.
14. No Selected Dealer is authorized to act as our agent or
to make any representation as to the existence of an agency
relationship otherwise to act on our behalf in offering or selling
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the Securities to the public or otherwise.
15. We shall not be under any liability for or in respect of the
value, validity or form of the certificates for the shares of Common Stock and
Warrants, or delivery of the certificates for the Common Stock or Warrants, or
the performance by anyone of any agreement on his part, or the qualification of
the Securities 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 us in this Agreement. The
foregoing provisions shall be deemed a waiver of any liability imposed under
the Securities Act of 1933.
16. Payment for the Securities sold to you hereunder is to be made at
the Public Offering Price, on or about , 1997, or such later date as we
may advise, by certified or official bank check payable to the order of Roan
Capital Partners, L.P., in current New York Clearing House funds at such place
as we shall specify on one day's notice to you against delivery of certificates
for the Common Stock and Warrants.
17. Notice to us should be addressed to us at the office of Roan
Capital Partners, L.P., 40 East 52nd Street, New York, New York 10022. Notices
to you shall be deemed to have been duly given if telefaxed or mailed to you at
the address to which this letter
is addressed.
18. If you desire to purchase any of the Securities, please confirm
your application by signing and returning to us your confirmation on the
duplicate copy of this letter enclosed herewith even though you have previously
advised us thereof by telephone or facsimile.
Dated: , 1997
ROAN CAPITAL PARTNERS L.P.
By:
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MERIT CAPITAL ASSOCIATES, INC.
By:
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Accepted and agreed:
as to shares of Common Stock
and Warrants this day
of , 1997.
By:
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