EXHIBIT 1.3
SELECTED DEALER AGREEMENT
[ , 2001]
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Ryan, Beck & Co., LLC
220 South Orange Avenue
Livingston, New Jersey 07039
Gentlemen:
(1) GENERAL. We understand that Ryan, Beck & Co., LLC ("Ryan Beck") is
entering into this Agreement with us and other firms who may be offered the
right to sell, on a best efforts basis, a portion of the securities of Wayne
Savings Bancshares, Inc. ("WSB") being distributed to the public. The terms and
conditions of this Agreement shall be applicable to the public offering of WSB
common stock ("Securities") wherein Ryan Beck is responsible for managing or
otherwise implementing the sale of the Securities by selected dealers ("Selected
Dealers"). The offering of Securities by us as a Selected Dealer is hereinafter
called the "Offering." The term "Prospectus" means the prospectus, together with
the prospectus supplement, if any, relating to the Offering of Securities.
(2) CONDITIONS OF OFFERING, ACCEPTANCE AND PURCHASE. The Offering shall
be subject to delivery of the Securities and their acceptance by you, may be
subject to the approval of all legal matters by counsel and the satisfaction of
other conditions, and may be made on the basis of reservation of Securities or
an allotment against subscription. You shall advise us by telegram, telex,
facsimile, e-mail, or other form of written communication ("Written
Communication") of the particular method and supplementary terms and conditions
(including, without limitation, the information as to the offering date referred
to in Section 3(b)) of the Offering. To the extent such supplementary terms and
conditions are inconsistent with any provision herein, such terms and conditions
shall supersede any such provision. We agree you shall have full authority to
take such actions as you may deem advisable in respect of all matters pertaining
to the Offering. You shall be under no liability to us except for lack of good
faith and for obligations expressly assumed by you in this Agreement. Unless
otherwise indicated in any such Written Communication, acceptances and other
communications by us with respect to the Offering should be sent to Ryan Beck.
You reserve the right to reject any acceptance in whole or in part. We agree
that at any time or times prior to the termination of this Agreement we will,
upon your request, report to you each indication of interest: investor, state of
residence, face amount of Securities and whether the investor is retail or
institutional.
Payment for Securities sold by us is to be made at such office as you
may designate, at the public offering price, or, if you shall so advise us, at
such price less the concession to dealers as set forth or indicated in a Written
Communication, on such date as you shall determine, on three (3) days prior
notice to us, by wire transfer to a Ryan Beck account, against delivery of
certificates or other forms evidencing such Securities. If payment is made for
Securities sold by
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us at the public offering price, the concession to which we shall be entitled
shall be paid to us upon termination of the provisions of Section 3(b) with
respect to such Securities. Unless we promptly give you written instructions
otherwise, if transactions in the Securities may be settled through the
facilities of The Depository Trust Company, delivery of Securities sold by us
shall be made through such facilities if we are a member, or if we are not a
member, settlement may be made through our ordinary correspondent who is a
member.
(3) REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
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(a) PROSPECTUS. You shall provide us with such number of copies
of each prospectus and any supplement thereto relating to each Offering as we
may reasonably request for the purposes contemplated by the Securities Act of
1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934
(the "Exchange Act") and the applicable Rules and Regulations of the Securities
and Exchange Commission thereunder. We represent that we are familiar with Rule
15c2-8 under the Exchange Act relating to the distribution of prospectuses and
agree that we shall comply therewith. We agree to keep an accurate record of our
distribution (including persons and related states of residence to whom sent) of
copies of the prospectus (or any amendment or supplement to thereof), and
promptly upon request by you, to bring all subsequent changes to the attention
of anyone to whom such material shall have been furnished. We agree to furnish
to persons who receive a confirmation of sale a copy of the final version of the
prospectus (including any supplement) filed pursuant to Rule 424(b) or Rule
424(c) under the Securities Act. We agree that we shall rely upon no statements
whatsoever, written or oral, other than the statements in the Prospectus
delivered to us by you. We understand that no Selected Dealer is authorized to
act as an agent for you or each other. We shall not be authorized by the issuer
or other seller of Securities offered pursuant to a Prospectus or by you to give
any information or to make any representation not contained in the Prospectus in
connection with the sale of such Securities.
(b) OFFER AND SALE TO THE PUBLIC. With respect to the Offering
of Securities, you shall inform us by a Written Communication of the public
offering price, the selling concession, the reallowance (if any) to dealers, and
the time when we may commence selling Securities to the public. After such time,
you may change the selling concession, and the reallowance to dealers. With
respect to the Offering of Securities, until the provisions of this Section 3(b)
shall be terminated pursuant to Section 4, we agree to offer Securities to the
public only at the public offering price, except that if a reallowance is in
effect, a reallowance from the public offering price not in excess of such
reallowance may be allowed as consideration for services rendered in
distribution to dealers who are actually engaged in the investment banking or
securities business, who execute the written agreement prescribed by Rule 2740
of the Rules of Conduct of the National Association of Securities Dealers, Inc.
(the "NASD") and who are members in good standing of the NASD.
(c) OPEN MARKET TRANSACTIONS. We agree to abide by Regulation M
under the Exchange Act and we agree not to bid for, purchase, attempt to
purchase, or sell, directly or indirectly, any Securities, any other Reference
Securities (as defined in Regulation M) of the
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issuer, or any other securities of such issuer as you may designate, except as
brokers pursuant to unsolicited orders and as otherwise provided in this
Agreement. We agree not to effect, or attempt to induce others to effect,
directly or indirectly, any transactions in or relating to any stock of the
issuer, except to the extent permitted by Rule 101 of Regulation M under the
Exchange Act.
(d) NASD. We represent that we are actually engaged in the
investment banking or securities business and we are a member in good standing
of the NASD. We agree that in making sales of the Securities, we shall comply
with all applicable Rules of the NASD, including, without limitation, the NASD's
Interpretation with Respect to Free-Riding and Withholding and Rule 2740 of the
Conduct Rules.
(e) BLUE SKY LAWS. Upon application to you, you shall inform us
as to the jurisdictions in which you believe the Securities have been qualified
for sale or are exempt under the respective securities or "blue sky" laws of
such jurisdictions. We understand and agree that compliance with the securities
or "blue sky" laws in each jurisdiction in which we shall offer or sell any of
the Securities shall be our sole responsibility and that you assume no
responsibility or obligations as to the eligibility of the Securities for sale
or our right to sell the Securities in any jurisdiction.
(f) COMPLIANCE WITH LAW. We agree that, in selling Securities
pursuant to the Offering (which agreement shall also be for the benefit of the
issuer or other seller of such Securities), we shall comply with the applicable
provisions of the Securities Act and the Exchange Act, the applicable Rules and
Regulations of the Securities and Exchange Commission thereunder, the applicable
Rules and Regulations of the NASD, and the applicable Rules and Regulations of
any securities exchange having jurisdiction over the Offering. You shall have
full authority to take such action as you may deem advisable in respect of all
matters pertaining to the Offering. You shall not be under any liability to us,
except for lack of good faith and for obligations expressly assumed by you in
this Agreement; provided, however, that nothing in this sentence shall be deemed
to relieve you from any liability imposed by the Securities Act. In connection
with the Offering, we agree to pay our proportionate share of any claim, demand,
or liability asserted against us, and the other Selected Dealers or any of them,
or against you or the Selected Dealers, if any, based on any claim that such
Selected Dealers or any of them constitute an association, unincorporated
business, or other separate entity, including in each case our proportionate
share of any expense incurred in defending against any such claim, demand, or
liability.
(4) TERMINATION; SUPPLEMENTS AND AMENDMENTS. We may supplement this
Agreement or amend it by written notice thereof to you, and any such supplement
or amendment to this Agreement shall be effective with respect to the Offering
after the date of such supplement or amendment. Each reference to "this
Agreement" or "the Agreement" herein shall, as appropriate, be to this Agreement
as so amended and supplemented. This Agreement shall be binding on, and inure to
the benefit of, the parties hereto, and the respective successors and assigns of
each. Any notice from us to you shall be deemed to have been duly given if
mailed,
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telephoned, or sent by facsimile to you at the address to which this Agreement
is delivered. Unless earlier terminated by us, this Agreement shall terminate
upon the closing of the Offering. We may terminate this Agreement or any
provision hereof at any time by written notice to you. Our obligations hereunder
are subject to the successful completion of the Offering.
(5) SUCCESSORS AND ASSIGNS. This Agreement shall be binding on, and
inure to the benefit of, the parties hereto and other persons specified or
indicated in Section 1, and the respective successors and assigns of each of
them.
(6) GOVERNING LAW. This Agreement and the terms and conditions set
forth herein with respect to the Offering, together with such supplementary
terms and conditions with respect to such Offering as may be contained in any
Written Communication from you to us in connection therewith, shall be governed
by, and construed in accordance with, the laws of the State of New York.
By signing this Agreement we confirm that our subscription to, or our
acceptance of any reservation of, any Securities pursuant to the Offering shall
constitute (i) acceptance of and agreement to the terms and conditions of this
Agreement (as supplemented and amended pursuant to Section 4) together with and
subject to any supplementary terms and conditions contained in any Written
Communication from you in connection with such Offering, all of which shall
constitute a binding agreement between us and you, (ii) confirmation that our
representations and warranties set forth in Section 3 are true and correct at
that time, and (iii) confirmation that our agreements set forth in Sections 2
and 3 have been and shall be fully performed by us to the extent and at the
times required thereby.
Enclosed is a duplicate copy of this Agreement, one copy to be retained by
each of our firms.
Very truly yours,
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(Name of Firm)
By:
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Its:
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Confirmed, as of , 2001
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RYAN, BECK & CO., LLC
By:
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Execution Date:
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