Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Form SB-2 of Coronado Industries, Inc. 64 304K
2: EX-1.1 Form of Participating Dealer Agreement 7 27K
3: EX-3.1 Articles of Incorporation 3 11K
4: EX-3.1.1 Articles of Amendment 1 7K
5: EX-3.2 Bylaws 15 49K
6: EX-3.3 Certificate of Merger 3 14K
7: EX-10.6 Form of Placement Agent Agreement 28 114K
8: EX-21.1 Subsidiaries 1 5K
9: EX-23.1 Consent of Semple & Cooper, LLP 1 6K
EX-1.1 — Form of Participating Dealer Agreement
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PARTICIPATING DEALER AGREEMENT
[Name of Dealer]
[Address]
[City, State Zip]
Dear Sirs:
Coronado Industries, Inc., a Nevada corporation (the "Company"),
proposes to offer and sell in a public offering to persons acceptable to the
Company (the "Offering"), upon the terms and conditions set forth in the
attached Prospectus (the "Prospectus"), up to 50,000 shares of the Company's
Common Stock, at the price of $__.00 per share (the "Common Stock").
Subscriptions are payable in cash only.
These securities have been registered under the Securities Act Of 1933
(the "33 Act"), as amended, by Registration Statement 333- _______ on Form SB-2
and under the laws of the following states:_________________________________. In
the event no shares of the Common Stock are not sold on or before
______________, 1999, the Offering shall cease, unless the Company or you elect
to extend the offering for a period not to exceed three (3) months ("Sale
Termination Date"). The Company reserves the right to withdraw, cancel or modify
the Offering made hereby and the right to reject subscriptions for the Common
Stock in whole or in part.
This letter will confirm the understanding and agreement between the
Company and [Name of Broker] (the "Selling Agent"), with respect to your
participation in the Offering and sale of the Common Stock as Selling Agent on
the terms and conditions and subject to the representations and warranties
hereinafter set forth.
1. Solicitation. You are hereby appointed to act as the non-exclusive
agent of the Company to solicit subscriptions from qualified persons pursuant to
the terms of this Agreement and on the terms set forth in the Prospectus and in
accordance with the 33 Act, the Securities and Exchange Act of 1934 (the "34
Act"), the Rules of Fair Practice of the NASD ("NASD Rules"), and any applicable
state securities laws and regulations. Subject to the terms and conditions of
this Agreement, you agree to accept such agency and use your best efforts during
the term of this Agreement to obtain subscriptions for the Common Stock. You
agree to deliver a copy of the Prospectus only to prospective investors whom you
believe and have reasonable grounds to believe meet the suitability standards
set forth in the Prospectus, and you are not authorized to make use of any
Prospectus or any sales literature not so prepared or furnished, or to make any
representations or furnish
any information other than that contained in the Prospectus. You agree not to
deliver any subscription or sale literature to any person unless accompanied or
preceded by the Prospectus. You are not obligated to obtain subscriptions for
the Common Stock and will have no liability to the Company to do so.
2. Compensation. Subject to the terms and conditions of this Agreement,
the Company agrees to compensate you as follows for participation in the
Offering:
a. Commissions. You will be entitled to receive in the
aggregate a cash commission equal to ten percent (10%) of the amount of
subscriptions sold by you and accepted by the Company. Commissions
payable on subscriptions to the Company will be payable when
subscriptions are received and accepted by the Company and at each
closing of the Offering. No commissions will be payable with respect to
sales determined by the Company to have been made in violation of the
securities laws of any jurisdiction.
3. Subscription Procedure. Solicitation and other activities by you
shall be undertaken only in accordance with applicable state, federal and NASD
rules and regulations and the terms hereof. Each person desiring to purchase
will be required to complete and execute a Subscription Agreement in connection
with the Common Stock being purchased. You shall ascertain that all such
documents sent in by a prospective purchaser meets the suitability standards set
forth in the Prospectus and shall then forward such documents and such check and
any other documents that may be required under state securities laws or by the
Company, to _________________________ (the "Escrow Agent").
4. Representations and Warranties of the Company. The Company hereby
represents and warrants to you as follows:
a. The Company has prepared the Prospectus and related
documents in conformity with the Registration Statement, in conformity
with the 33 Act and the applicable state laws in the states where the
Common Stock will be offered.
b. To the best of its knowledge, the Prospectus and related
documents furnished to you do not contain any untrue fact required to
be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
c. The consolidated balance sheet of the Company contained in
the Prospectus presents fairly the financial position of the Company
and the results of its operations as of the date or dates, or the
period or periods, shown in conformity with generally accepted
accounting principles.
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d. Semple & Cooper, LLP, who has audited the financial
statements of the Company, is an independent public accountant as
required by the 33 Act.
e. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Nevada with corporate power and authority to conduct its business as
described in the Prospectus. The Company has obtained all necessary
authorizations, approvals and orders of and from all governmental
regulatory officials and bodies authorizing it to own its properties
and conduct its business as described in the Prospectus; provided,
however, that the foregoing representation is only to the best
knowledge of the Company to any material penalty or other material
liability.
f. The Common Stock will be validly authorized and will have
all the rights, privileges and limitations described in the Prospectus.
The holders thereof will not be subject to further liability for debts
and obligations of the Company.
g. This Agreement has been duly authorized, executed and
delivered on behalf of the Company and is a valid and binding agreement
enforceable against the Company. In accordance with its terms, except
as enforceability of the indemnification provisions may be limited by
federal securities laws.
h. The execution and delivery of this Agreement, the
incurrence of the obligations herein set forth and the consummation of
the transactions contemplated herein and in the Prospectus will not
constitute a breach of, or default under, the articles of incorporation
or bylaws of the Company, any instrument by which either the Company is
or will be bound or any order, rule or regulation of any court or any
governmental body or administrative agency having jurisdiction over it
or any of its properties. No consent, approval, authorization or order
of any court or governmental agency or body is required for the
consummation of the transactions herein contemplated, except such as
may be required under the 33 Act or any state securities or Blue Sky
Laws.
i. Except as set forth in the Prospectus, to the best of its
knowledge, there is not now, and on or prior to the closing date there
will not be, any pending or any threatened action, suit or proceeding
in which the Company is a party, or by which the Company is or will be
bound, before or by any court or governmental agency or board, which
might result in any material or adverse change in the condition,
financial or otherwise, business or prospectus of the Company.
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5. Representations and Warranties of the Selling Agent. You as Selling
Agent, hereby represent and warrant to the Company, with respect to yourself or
your own actions as follows:
a. You are a member in good standing of the National
Association of Securities Dealers, Inc., and you are duly registered as
a Broker/Dealer under the 34 Act and under the laws of each state in
which you propose to offer the Common Stock, except where such
registration would not be required by law.
b. You will require that all persons subscribing to the
Offering through you comply with the following:
(i) In soliciting subscriptions for the Common Stock,
you and your representatives will comply with all applicable
requirements of the 33 Act, including the delivery of a
current Prospectus to each prospective purchaser of the Common
Stock, the 34 Act and all applicable state securities laws
(providing that nothing herein will constitute a
representation by you or your representative that the
Prospectus and related documents comply with any statute or
regulation), and neither you nor anyone acting on your behalf
will give any information or make any representations other
than those contained in the Prospectus, or other materials
prepared by the Company and furnished for use in connection
with the Offering.
(ii) No offers will be made to any person in any state
until you have personally confirmed with the Company or its
counsel that the offer of the Common Stock in that state has
been qualified or exempted by the Company, except as stated
above.
(iii) Each investor will receive a copy of the Prospectus
be provided to you by the Company.
(iv) No sales material or other information in connection
with the Offering will be used unless such material has been
provided to you by the Company, and you will use such
materials or information in accordance with any written
instructions furnished by the Company.
(v) You will believe, and have reasonable grounds to
believe, that such person subscribing for the Common Stock
meets the suitability standards set forth in the Prospectus.
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6. Conditions of Closing. The Company will not have a closing of the
Offering unless on the date of such closing ("Closing Date"):
a. All registrations, qualifications, notifications or other
filings made in the several States (as will be described to you in a
written memorandum to be provided by the Company) will be effective;
b. No stop order, injunction or other legal prohibition
against the use of the Prospectus will be in effect and no proceeding
for any such stop order, injunction or their prohibition will be
pending or (to the knowledge of the Company) threatened; and
d. Any request by the SEC or any other regulatory authority
for additional information or for amendment of any item filed with such
authority will have been complied with.
7. Indemnification.
a. The Company agrees to indemnify and hold you harmless
against and from any losses, claims, damages or liabilities, joint or
several, to which you may become subject under the 33 Act, the 34 Act,
any rule thereunder, the various state securities acts or otherwise
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof), arise out of or are based upon (i) the Company's
violation of this Agreement or (ii) the omission or alleged omission of
any material fact required to be stated therein or necessary to make
the statement therein in light of the circumstances under which they
are made not misleading, or upon any untrue statement or alleged untrue
statement of a material fact contained in the Prospectus, or any other
materials prepared by the Company and furnished to you for use in
connection with the offer of the Common Stock; provided no person shall
be indemnified as to any such losses, claims, damages, liabilities or
actions arising out of, or based upon, any such omission or alleged
untrue statement to the extent that such omission or statement was made
in reliance upon, and in conformity with, information furnished in
writing to the Company by such person for use in the preparation of the
Prospectus or other such materials. The Company will reimburse you for
any legal or other expense reasonably incurred in connection with
investigating or defending any such loss, claim, damage, liability or
action. The foregoing indemnity agreement will inure to the benefit of
such person, if any, who controls you within the meaning of the 33 Act
and to your partners, officers, directors, stockholders.
b. You agree to indemnify and hold harmless the Company within
the meaning of the 33 Act, against any losses, claims,
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damages or liabilities (or actions in respect thereof) which arise out
of or are based upon (i) your violation of this Agreement or (ii) any
untrue statement or alleged fact in the Prospectus and/or any Blue Sky
application which was based upon or made in reliance upon and in
conformity with information furnished to the Company in writing by you
for use in connection with the preparation of the Prospectus and/or any
Blue Sky application.
c. Each indemnified party will, within ten (10) days after the
receipt of the notice of the commencement of any action against such
indemnified party in respect of which indemnity may be sought from an
indemnifying party under this Agreement, notify the indemnifying party
in writing of the commencement thereof. The omission by any indemnified
party to notify the indemnifying party of any such action shall relieve
the indemnifying party from any liability in respect of such action
which it may have to such indemnified party on account of this
indemnity agreement; but shall not relieve the indemnifying party from
any other liability which it may have to such indemnified party. In
case any such action shall be brought against any indemnified party and
it shall notify the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, assume the defense thereof, with counsel
satisfactory to such indemnified party and after notice from the
indemnifying party of its election so to assume the defense thereof,
other than reasonable costs of investigation.
8. Survival. The representations, warranties and agreements made
herein, including the indemnity provision in Section 7, will remain operative
and in full force and effect, regardless of any termination or cancellation of
this Agreement or any investigation made by or on behalf of you, or of any of
your controlling persons, directors, or officers, the Company, or any other
party, and shall survive the delivery of the Common Stock hereunder.
9. Effective Date and Termination. This Agreement will become effective
automatically upon execution by you at which time you shall return an executed
copy to the Company. This Agreement may be terminated at any time by either
party.
10. Notice. Any notice required hereunder is to be in writing, by
telegram, if promptly confirmed in writing, or by registered or certified mail
to the addresses set forth below.
11. Time. Time will be of the essence of each party of this Agreement.
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12. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of Arizona. This Agreement embodies the entire
agreement between the parties and cannot be amended or modified except in
writing agreed by both parties hereto.
If the foregoing is in accordance with your understanding, please sign
and return a counterpart hereof.
Very truly yours,
CORONADO INDUSTRIES, INC.
By: ___________________________
G. Richard Smith, Chairman
Confirmed and accepted in its entirety this __________ day of
_____________, 199_.
[ Name Of Dealer ]
By: _________________________
______________, Authorized Officer
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