EXHIBIT 1.03
PROTOSOURCE CORPORATION
1,000,000 Units
SELECTED DEALER'S AGREEMENT
________ __, 2001
Dear Sirs:
Kashner Davidson Securities Corp. ("KDSC"), the managing underwriter and
together with the several other underwriters (the "Underwriters") are the
underwriters named in the Prospectus, dated _________ __, 2000. The Underwriters
agreed to purchase, subject to the terms and conditions set forth in the
Underwriting Agreement referred to in the Prospectus, an aggregate of 1,000,000
units of ProtoSource Corporation (the "Company"), (the "Units") consisting of
two shares of Common Stock and one Class B Warrant, from the Company, and up to
150,000 additional Units (the "Additional Securities"), pursuant to an option
for the purpose of covering over-allotments (the Units, plus any of the
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 $____ per Share (herein called the "Public Offering Price") and in
accordance with the terms of the offering set forth in the Prospectus.
2. The Underwriters are offering, subject to the terms and conditions
hereof, a portion of the Securities for sale to certain dealers which are
members of the National Association of Securities Dealers, Inc. and agree to
comply with the provisions of Section 24 of Article III of the Rules of Fair
Practice of such Association and to foreign dealers or institutions ineligible
for membership in said Association which agree (a) not to resell Securities (i)
to purchasers located in, or to persons who are nationals of, the United States
of America or (ii) when there is a public demand for the Securities to persons
specified as those to whom members of said Association participating in a
distribution may not sell and (b) to comply, as though such foreign dealer or
institution were a member of such Association, with Sections 8, 24, 25 (to the
extent applicable to foreign nonmember brokers or dealers) and Section 36 of
such Rules (such dealers and institutions agreeing to purchase Shares hereunder
being hereinafter referred to as "Selected Dealers") at the Public Offering
Price less a selling concession of ___% ($.___) per Share, payable as
hereinafter provided. Selected Dealers may not reallow any further discounts on
sales to other broker/dealers. The Underwriter may be included among the
Selected Dealers.
3. The Underwriter shall act as your representative under this Agreement
and shall have full authority to take such action as the Underwriters 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 KDSC, 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 Securities allotted to you
will be confirmed, subject to the terms and conditions of this Agreement.
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5. The privilege of purchasing the Securities is extended to you by the
Underwriter only if they may lawfully sell the Securities to dealers in your
state.
6. Any of the Securities 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 Securities which you shall have purchased hereunder and which
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 10 hereof), for the account of the Underwriter during the terms of this
Agreement.
8. For the purpose of stabilizing the market in the Securities, 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.
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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 Rules
of Fair Practice.
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 of the 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 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, or delivery of such
certificates, 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 __________ __, 2001, or such later date as we
may advise, by certified or official bank check payable to the order of Kashner
Davidson Securities Corp., 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 Shares.
17. Notice to us should be addressed to us at the office of Kashner
Davidson Securities Corp., 77 South Palm Avenue, Sarasota, FL 34236, attention:
Matthew Miester and to Snow Becker Krauss P.C., 605 Third Avenue, New York, NY
10158, attention: Charles Snow, Esq. 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.
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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: ________ __, 2001 KASHNER DAVIDSON SECURITIES CORP.
By: /s/
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Matthew Meister
Chief Executive Officer
Accepted and agreed
as to ________ shares of Common Stock
this ____ day of _________ 2001.
By:
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