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): December 6, 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 December 6, 2002, the Registrant and three Investors signed amended
agreements, including Share Subscription Agreements, to close the transaction
originally agreed to on October 22, 2002. The terms of the investment were
amended to provide for the purchase of only shares of Series A Preferred stock,
which are non-voting and non-convertible. As a result, additional capital of
approximately $3.7 million has been invested in the Company in the form of
2,187,500 Series A Preferred shares at a price of $1.70 per preferred share. The
transaction will be presented to the shareholders for approval at the
shareholders' meeting in February 2003 and shareholders will also be asked to
approve a provision providing for the convertibility of the preferred shares
into common stock on a one-for-one basis.
As of December 6, 2002, the Board of Directors has appointed Sean O'Connor, one
of the new investors, to the Board and CEO; another of the investors, Scott
Branch, has been appointed to the Board and President; and the third investor,
John Radziwill, has also been appointed to the Board. Diego Veitia will remain
Executive Chairman of the Company and Ed Cofrancesco, currently director, COO
and Executive Vice President, will retain those offices. Preceding the
nomination and appointment to the Board of the three investors, the Board
accepted the resignation of Jerome F. Miceli, Stephen A. Saker and Jeffrey L.
Rush. Mr. Miceli then was appointed to the Board of Directors for
INTLTRADER.COM, Inc., a wholly owned subsidiary of the Company. Mr. Saker will
continue to serve the Company as Corporate Secretary and Dr. Rush was appointed
to the Board of International Asset Management Corporation, a wholly owned
subsidiary of the Company.
The foregoing discussion is qualified by reference to the full text of the three
amended Share Subscription Agreements and the amended Registration Rights
Agreements between the Company and the three Investors, which are filed as an
exhibit to this report on Form 8-K and are incorporated herein by reference in
their entirety; and, to the full text of the three Share Subscription Agreements
and the Registration Rights Agreements between the Company and the three
Investors which were filed as an exhibit to the report on Form 8-K on October
22, 2002. 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.
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Item 7. Financial Statements and Exhibits
Exhibit Description
------- ----------
1 First Amendment to Share Subscription Agreement between the Registrant
and Sean O'Connor.
2 First Amendment to Share Subscription Agreement between the Registrant
and Scott Branch.
3 First Amendment to Share Subscription Agreement between the Registrant
and John Radziwill.
4 First Amendment to Registration Rights Agreement between the
Registrant and Sean O'Connor.
5 First Amendment to Registration Rights Agreement between the
Registrant and Scott Branch.
6 First Amendment to Registration Rights Agreement between the
Registrant and John Radziwill.
7 Assignment and Assumption Agreement between the Registrant, Sean
O'Connor and The St. James Trust.
8 Assignment and Assumption Agreement between the Registrant, Scott
Branch and Barbara Branch.
9 Assignment and Assumption Agreement between the Registrant, John
Radziwill and Goldcrown Asset Management Limited.
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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 12/06/2002 /s/ Sean M. O'Connor
--------------------
Sean M. O'Connor
Chief Executive Officer
Date 12/06/2002 /s/ Jonathan C. Hinz
---------- --------------------
Jonathan C. Hinz
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description
------- -----------
1 First Amendment to Share Subscription Agreement between the Registrant
and Sean O'Connor.
2 First Amendment to Share Subscription Agreement between the Registrant
and Scott Branch.
3 First Amendment to Share Subscription Agreement between the Registrant
and John Radziwill.
4 First Amendment to Registration Rights Agreement between the
Registrant and Sean O'Connor.
5 First Amendment to Registration Rights Agreement between the
Registrant and Scott Branch.
6 First Amendment to Registration Rights Agreement between the
Registrant and John Radziwill.
7 Assignment and Assumption Agreement between the Registrant, Sean
O'Connor and the St. James Trust.
8 Assignment and Assumption Agreement between the Registrant, Scott
Branch and Barbara Branch.
9 Assignment and Assumption Agreement between the Registrant, John
Radziwill and Goldcrown Asset Management Limited.
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