SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2002
INTERNATIONAL ASSETS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-70334-A 59-2921318
(State of Incorporation) (Commission File Number) (IRS Employer ID No.)
220 E. Central Parkway, Suite 2060, Altamonte Springs, Florida 32701
(Address of principal executive offices) (Zip Code)
407-741-5300
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On October 22, 2002, the Registrant and three Investors signed agreements,
including Share Subscription Agreements and Registration Rights Agreements, for
an investment of $3,718,750 to purchase a total of 451,359 shares of common
stock, which is equivalent to 19% of the current outstanding shares. The terms
of the Agreements also include the purchase of 1,736,141 non-voting preferred
shares. A proposal to permit conversion of those preferred shares into common
shares will be placed before the shareholders at the next annual meeting. The
purchase price for both the common and preferred shares is $1.70 per share.
Pursuant to the agreements the Board of Directors of the Company has agreed to
appoint Sean O'Connor, one of the new investors, as CEO-designate. Additionally,
the Board has appointed another of the investors, Scott Branch, as
President-designate. The Company has entered into employment agreements with
both Sean O'Connor and Scott Branch, and copies of those employee agreements are
filed as exhibits to this report. The amount of consideration received by the
Registrant was the result of arm's length negotiations between the Registrant
and the Investors, based on the evaluation of the estimated per-share book value
of the Registrant's common shares. At the time the agreements were executed, the
previous 5 day average closing price for the Registrants common shares was $.62
per share.
There are certain terms precedent to the Agreements which must be met prior to
closing. The Company expects all terms to be met and the closing of the
purchases to occur in early December. There are further terms precedent to the
Agreements which must be approved by shareholders and will be submitted to
shareholders for approval at the Company's next annual meeting in February,
2003.
The foregoing discussion is qualified by reference to the full text of the three
Share Subscription Agreements and the three Registration Rights Agreements,
between the Company and the three Investors, which are filed as exhibits to this
report on Form 8-K and are incorporated herein by reference in their entirety.
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Item 7. Financial Statements and Exhibits
Exhibit Description
------- ------------
I Share Subscription Agreement between the Registrant and Sean O'Connor.
II Share Subscription Agreement between the Registrant and Scott Branch.
III Share Subscription Agreement between the Registrant and John
Radziwill.
IV Employment Agreement between the Registrant and Sean O'Connor.
V Employment Agreement between the Registrant and Scott Branch.
VI Registration Rights Agreement between the Registrant and Sean
O'Connor.
VII Registration Rights Agreement between the Registrant and Scott Branch
VIII Registration Rights Agreement between the Registrant and John
Radziwill
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Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL ASSETS HOLDING CORPORATION
Date 10/24/2002 /s/ Diego J. Veitia
Diego J. Veitia
---------------
Chairman of the Board
Date 10/24/2002 /s/ Jonathan C. Hinz
--------------------
Jonathan C. Hinz
----------------
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
------- -----------
I Share Subscription Agreement between the Registrant and Sean
O'Connor.
II Share Subscription Agreement between the Registrant and Scott
Branch.
III Share Subscription Agreement between the Registrant and John
Radziwill.
IV Employment Agreement between the Registrant and Sean O'Connor.
V Employment Agreement between the Registrant and Scott Branch.
VI Registration Rights Agreement between the Registrant and Sean
O'Connor.
VII Registration Rights Agreement between the Registrant and Scott
Branch
VIII Registration Rights Agreement between the Registrant and John
Radziwill
Omitted Schedules and Exhibits
1. Exhibit D - Schedule of Exceptions
The Registrant undertakes to supply copies of the omitted schedules and exhibits
to the Commission upon request.