Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
___________________
INTERNATIONAL ASSETS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-2921318
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
250 Park Avenue South, Suite 200, Winter Park, Florida 32789
(Address of Principal Executive Office) (Zip Code)
International Assets Advisory Corporation
Employee Stock Ownership Plan
International Assets Holding Corporation
Stock Option Plan
(Full title of the plans)
___________________
Jerome F. Miceli, President
International Assets Holding Corporation
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
(Name and address of agent for service)
(407) 629-1400
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Louis T.M. Conti, Esq.
Holland & Knight
200 South Orange Avenue, Suite 2600
Orlando, Florida 32801
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. X
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each Amount maximum maximum Amount of
class of securities to be offering price aggregate registration
to be registered Registered(1) per unit(2) offering price(2) fee(2)
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share. 860,714 shares $4.00 $3,442,856.00 $1,187.19
- --------------------------------------------------------------------------------------------------------------------------------
(1) Includes 450,645 shares of Common Stock pursuant to the Reoffer
Prospectus filed herewith. Of the 860,714 shares of Common Stock being
registered hereunder, 500,000 shares of Common Stock are reserved for
issuance pursuant to the International Assets Holding Corporation
Stock Option Plan (the "Stock Option Plan") and 360,714 shares of
Common Stock are held by the International Assets Advisory Corporation
Employee Stock Ownership Plan Trust (the "ESOP Trust") for
distribution under the International Assets Advisory Corporation
Employee Stock Ownership Plan (the "ESOP").
(2) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee. The fee is based upon the average of
the high and low price for shares of Common Stock of the registrant
reported on the NASDAQ Stock Market's Small-Cap Market on August 19,
1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information called for in Part I of Form S-8
will be provided to participants in the Stock Option Plan and the ESOP. Such
information is not being filed with or included in this Registration Statement
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). As permitted by General Instruction C for Form
S-8, there is also included as part of Part I of this Registration Statement a
Reoffer Prospectus relating to the reoffer and resale of 450,645 shares of
Common Stock of International Assets Holding Corporation (the "Company"),
including shares held by persons who may be considered affiliates of the
Company, as defined in Rule 405 under the Securities Act of 1933, as amended.
REOFFER PROSPECTUS
INTERNATIONAL ASSETS HOLDING CORPORATION
450,645 Shares of Common Stock
Par Value $0.01 Per Share
________________________
This Prospectus relates to 450,645 shares of common stock, par value $0.01
per share ("Common Stock"), of International Assets Holding Corporation, a
Delaware corporation (the "Company"), which have been or will be issued or
distributed pursuant to the International Assets Advisory Corporation Employee
Stock Ownership Plan (the "ESOP") or the International Assets Holding
Corporation Stock Option Plan (the "Stock Option Plan") to, and which may be
reoffered for resale from time to time by, certain officers and/or directors of
the Company (the "Selling Shareholders").
The principal executive offices of the Company are located at 250 Park
Avenue South, Suite 200, Winter Park, Florida 32789, telephone number (407)
629-1400.
The securities offered hereby represent a significant degree of risk.
Investors should carefully consider certain risks and other considerations
relating to the Common Stock and the Company. See "Risk Factors" commencing on
page 4.
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
No person has been authorized to give any information or to make any
representations, other than those contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, the securities covered by this Prospectus by the Company in
any State in which, or to any person to whom, it is unlawful for the Company to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances, create an implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained or incorporated by reference herein is correct as of
any time subsequent to its date. This Prospectus should be read and retained for
future reference.
_________________________
The date of this Prospectus is August 21, 1996.
1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance with the Exchange
Act, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Copies of reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission at 7 World Trade Center, New York, New York 10048 and
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material also can be obtained at prescribed rates
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is listed on the
NASDAQ SmallCap (trademark)Market (Symbol:IAAC), where reports, proxy statements
and other information concerning the Company can also be inspected.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), for the registration of the securities offered hereby.
In accordance with the rules and regulations of the Commission, this Prospectus
omits certain information set forth or incorporated by reference in the
Registration Statement. For further information with respect to the Company and
the securities offered hereby, reference is made to the Registration Statement
and to the exhibits and schedules thereto.
2
TABLE OF CONTENTS
Page
The Company ............................................................... 4
Risk Factors .............................................................. 4
Use of Proceeds ........................................................... 8
Selling Security Holders .................................................. 8
Plan of Distribution ...................................................... 10
Incorporation of Certain Information by Reference ......................... 10
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities .......................... 10
3
THE COMPANY
The Company is a holding company which, through its principal subsidiary,
International Assets Advisory Corporation ("IAAC"), operates a full-service
securities brokerage firm specializing in global investing on behalf of its
clients. IAAC is registered as a securities broker-dealer under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is registered as such
in 49 states and the District of Columbia. IAAC is also a member of the National
Association of Securities Dealers, Inc. ("NASD") and the Securities Investor
Protection Corporation.
The Company was incorporated under the laws of the State of Delaware in
October 1987. The Company's principal offices are located at 250 Park Avenue
South, Suite 200, Winter Park, Florida 32789 and its telephone number at such
address is (407) 629-1400.
RISK FACTORS
The securities offered hereby involve a high degree of risk, including, but
not necessarily limited to, the risk factors described below. Each prospective
investor should carefully consider the following risk factors inherent in and
affecting the business of the Company and this offering before making an
investment decision.
1. OPERATING RESULTS; FINANCIAL CONDITION. The operating results of
the Company have reflected inconsistent profits and losses. The
Company's promotional expenses have increased in connection with
the Company's proposed expansion efforts. During the fiscal year
ended September 30, 1995, the Company had net income of $577,268.
There can be no assurance that the Company will generate
sufficient revenues to achieve profitable operations in future
periods
2. COMPETITION. The securities brokerage business is intensely
competitive and the Company competes with numerous other
securities firms and financial intermediaries in the solicitation
of accounts and investors and in performance. Competition among
financial service firms also exists for experienced technical and
other personnel, as well as for account executives. Many of the
Company's competitors have substantially greater capital and
other resources than the Company with which to compete for
accounts and personnel.
3. UNIQUE BUSINESS RISKS. The conduct of a securities brokerage
business may be subject to greater risks than other business
activities. The Company, like other securities firms, is directly
affected by national and international economic and political
conditions and broad trends in business and finance which
influence trading volume and the market value of securities.
Reduced trading volume and prices generally result in reduced
commission revenue and may result in losses from declines in the
market value of securities held in trading positions. In periods
of low volume, profitability is adversely affected because
certain expenses, consisting primarily of salaries and benefits,
computer hardware and software costs and occupancy expenses,
remain relatively fixed. Other risks include the imposition of a
standard of care in its dealings with customers, which standard
is sometimes of a fiduciary character, including the obligation
to determine in a diligent and continuous manner the suitability
of the investments it recommends and sells to its customers or
purchases on behalf of its customers, the risk of customer
defaults, the volatility of the securities markets, employee
misconduct and errors, and the possibility of being involved in
litigation and other dispute resolution procedures with its
customers and former customers.
4. GLOBAL SECURITIES AND CURRENCIES. Within its trading department,
the Company trades securities for its own account and conducts
market-making activities which involve the purchase, sale or
short sale of securities as a principal. Investing in securities
of non-United States companies which are generally denominated in
foreign currencies, and require utilization of foreign currency
4
exchange,involves certain considerations not typically associated
with investing in United States companies. Gains or losses can
result not only from changes in the value of the securities, but
also when the underlying foreign currency strengthens or weakens
against the U.S. dollar. In addition, less information may be
available about foreign companies than about domestic companies
and international markets may be less liquid than domestic
markets. Investment in global securities may also be subject to
local economic or political risks, including instability of some
foreign governments, the possibility of currency blockage, or the
imposition of withholding taxes on dividend or interest payments
and the potential for expropriation, nationalization or
confiscatory taxation and limitations on the use or removal of
funds or other assets.
5. NO ASSURANCE OF PUBLIC MARKET. There can be no assurance that a
regular trading market for the securities offered hereby will be
sustained. In the absence of such market, an investor may be
unable to liquidate his investment in the Company.
6. CONTROL BY MAJOR STOCKHOLDER. Upon completion of this offering,
Diego J. Veitia, Chairman and Chief Executive Officer of the
Company, will beneficially own approximately 27.5% of the
outstanding Common Stock and, by virtue of his beneficial
ownership interest in the Company's shares of Common Stock, may
be in a position to significantly influence the election of the
Company's directors and the outcome of other issues submitted to
the Company's stockholders.
7. REGULATION. The Company and the securities industry are subject
to extensive regulation at both the federal and state levels by
various regulatory organizations charged with protecting the
interests of customers of financial services firms. In addition,
self-regulatory organizations, such as the NASD, require strict
compliance with their rules and regulations. Failure to comply
with any of such laws, rules or regulations could result in
fines, suspensions or expulsion, which could have a material
adverse effect upon the Company and the value of the securities
offered hereby.
8. RISKS OF PRINCIPAL TRANSACTIONS. Within its trading department,
the Company trades securities for its own account and conducts
market-making activities which involve the purchase, sale or
short sale of securities as a principal. Such activities involve
the risk of adverse fluctuations in the market price and in the
liquidity of the market for certain securities, which can limit
the Company's ability to sell securities purchased or to purchase
securities sold in such transactions. In addition, trading in
securities not denominated in U.S. dollars involves the exchange
of currency to and from U.S. dollars. Negative fluctuations in
exchange rates and controls on the repatriation of U.S.
investment dollars could affect the profitability of the Company.
9. LITIGATION AND ARBITRATION. Many aspects of the Company's
business involve substantial risk of liability. In recent years,
there has been an increasing incidence of litigation and
arbitration within the securities industry. Claims by
dissatisfied customers, such as claims of unauthorized trading,
churning of accounts, mismanagement and breach of fiduciary duty,
are commonly made against broker-dealers. A substantial
settlement by, or judgment against, the Company could have a
material adverse effect on the Company. Although it is impossible
to predict the outcome of outstanding litigation, arbitration or
dispute resolution matter, in the opinion of management, the
outcome of any current litigation, arbitration or dispute
resolution matter will not result in a material adverse effect on
the financial position of the Company.
10. RELIANCE ON KEY AND OTHER PERSONNEL. The Company's current
management, including Diego J. Veitia, its Chairman of the Board
and Chief Executive Officer, and Jerome F. Miceli, its President
and Chief Operating Officer, contributes to the development and
formulation of strategies for the Company's growth. While the
Company has entered into employment agreements with each of
Messrs. Veitia and Miceli, a change in management could adversely
affect the future operations of the Company. In addition, various
facets of the Company's
5
business rely heavily on the services of highly skilled
individuals. There can be no assurance that the Company will be
successful in attracting or retaining personnel with the
requisite skill to make the Company successful. The Company could
experience personnel changes that could have an adverse effect on
the profitability of the Company. The Company, like other
securities firms, is subject to the risk that account executives
may leave its employ and that the Company may lose the business
of some or all of the customers of such account executives.
11. NET CAPITAL REQUIREMENTS. The Securities and Exchange Commission
("SEC"), the NASD, certain exchanges, and various other
regulatory agencies have adopted rules with respect to the
maintenance of specific levels of net capital by securities
brokers. The net capital rules are designed to measure the
financial liquidity of a securities broker and the minimum net
capital deemed necessary to meet its commitments to customers. A
significant operating loss or an unusually large charge against
net capital could adversely affect the ability of the Company to
expand or even maintain its present level of business. The SEC's
uniform net capital rule (Rule 15c3-1 (the "Rule")) provides that
a broker-dealer doing business with the public must not permit
its aggregate indebtedness to exceed 15 times its net capital
(the "Primary Method") or, alternatively, that it not permit its
net capital to be less than 2% of aggregate debit items computed
in accordance with the Rule (the "Alternative Method"). The Rule
requires IAAC to maintain minimum net capital at an amount equal
to the greater of $100,000, 6-2/3% of aggregate indebtedness or
$2,500 for each security in which it makes a market (unless a
security in which it makes a market has a market value of $5 or
less, in which event the amount of net capital shall not be less
than $1,000 for each such security) with a ceiling of $1,000,000
IAAC is in compliance with the Rule, as well as the applicable
minimum net capital requirements of the NASD. IAAC has elected to
compute its net capital under the Primary Method. In computing
net capital under the Rule, various adjustments are made to net
worth with a view to excluding assets not readily convertible
into cash and to providing a conservative statement of other
assets, such as a firm's position in securities. To that end, a
deduction is made against the market value of securities to
reflect the possibility of a market decline before their
disposition. For every dollar that net capital is reduced, by
means of such deductions or otherwise (for example, through
operating losses or capital distributions), the maximum aggregate
indebtedness a firm may carry is reduced. Thus, net capital
rules, which are unique to the securities industry, impose
financial restrictions upon the Company's business that are more
severe than those imposed on other types of businesses.
Compliance with the net capital rules may limit the operations of
the Company because they require minimum capital for such
purposes as underwriting securities distributions, and
maintaining the inventory required for trading in securities.
12. ECONOMIC CONDITIONS. The securities business may be directly
affected by conditions which exist from time to time in the
nation's economy. The business of the Company may also be
directly affected by the economy of other nations, since the
Company invests in the global securities market. Adverse price
movement in the securities markets of this and other countries
may adversely affect the operations of the Company and its
relative capital positions and the value of assets held or
managed by the Company. Other factors such as rising or high
levels of interest rates, governmental or regulatory policies and
activities, and fluctuating exchange rates may also adversely
affect the activities and financial condition of the Company.
13. LIMITATION OF MARKET MAKING. The Company is prohibited from
making a market in the securities offered hereby under applicable
rules of the SEC.
14. NON-REGISTRATION IN CERTAIN JURISDICTIONS. The Company has not
registered or qualified the shares of Common Stock offered hereby
in any other jurisdictions. The Company has no obligation to
effect any such registration or qualification in any or all
jurisdictions. If the Company elects to
6
attempt such registration or qualification, no assurance can be
given that the Company will be able to effect any required
registration or qualification.
15. SHARES ELIGIBLE FOR FUTURE SALE. On August 14, 1996, the Company
had 1,452,787 shares of Common Stock outstanding. Of these
shares, 468,717 shares outstanding were "restricted securities"
as that term is defined in Rule 144 of the Securities Act. In
addition, outstanding warrants or options, whether sold privately
or publicly, may affect the market price of Common Stock as
warrants or options are exercised. Sales of substantial amounts
of Common Stock in the public market after this offering could
adversely affect the market price for Common Stock and make it
more difficult for the Company to raise capital in the future.
16. AUTHORIZATION OF PREFERRED STOCK. The Board of Directors is
authorized to issue shares of preferred stock and to fix the
relative voting, dividend, liquidation, conversion, redemption
and other rights, preferences and limitations of such shares
without any further vote or action of the stockholders.
Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders
of the Company's Common Stock. In the event of issuance, the
preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company has no present
intention to issue any shares of its preferred stock, there can
be no guarantee that the Company will not do so in the future.
17. MAINTENANCE CRITERIA FOR NASDAQ SECURITIES; DISCLOSURE
RELATING TO LOW-PRICE STOCKS. The NASD, which administers the
NASDAQ SmallCap (trademark) Market, requires that, in order to
continue to be included on the NASDAQ SmallCap (trademark)Market,
a company must maintain $2,000,000 in total assets, a $100,000
market value of the public float and $1,000,000 in total capital
and surplus. Also, continued inclusion requires two market makers
and a minimum bid price of $1.00 per share; provided, however,
that if a company falls below such minimum bid price, it will
remain eligible for continued inclusion in the NASDAQ SmallCap
(trademark) Market if the market value of the public float is at
least $1,000,000 and the Company has $2,000,000 in capital and
surplus. The failure to meet maintenance criteria in the future
may result in the Company's securities not being included on the
NASDAQ SmallCap (trademark) Market. In such event, trading, if
any, in the Company's securities may be conducted in the
non-NASDAQ over-the-counter market in what are commonly referred
to as the "pink sheets." As a result, an investor may find it
more difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Company's securities. In addition,
sale of the Company's securities would be subject to Rules 15g-6
and 15g-9 promulgated by the SEC under the Securities Exchange
Act of 1934 that would impose various sales practice requirements
on broker-dealers who sell securities governed by the rule to
persons other than established customers and institutional
accredited investors, if the Company fails to meet certain
criteria set forth in such rule. Individual accredited investors
are no longer exempt from such sales practice requirements. For
these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have
received the purchaser's written consent to the transactions
prior to sale. Consequently, the rule may have an adverse effect
on the ability of broker-dealers to sell the Company's securities
which may affect the ability of purchasers in this offering to
sell their securities in the secondary market.
The SEC also has adopted regulations which define a "penny stock"
to be an equity security that has a market price (as defined) of
less than $5.00 per share, subject to certain exceptions,
including securities authorized for quotation on the NASDAQ
SmallCap (trademark)Market. For any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to
any transaction in a penny stock, of a disclosure schedule
prepared by the SEC relating to the penny stock market.
Disclosure also has to be made about commissions payable to both
the broker-
7
dealer and the registered representative, and about current
quotations for the securities. Finally, monthly statements must
be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in
penny stocks. If the Company's securities are delisted from the
NASDAQ SmallCap (trademark) market in the future or if they
should otherwise fall within the SEC's definition of a "penny
stock," the trading market for the Company's securities could be
materially adversely affected.
18. CONFLICTS OF INTEREST. The Company and Veitia and Associates,
Inc., an investment management firm wholly owned by Diego J.
Veitia, the Company's Chairman of the Board and Chief Executive
Officer, share certain resources and investment research. In
addition, Veitia and Associates, Inc. directs certain trades by
All Seasons Global Fund, Inc., a publicly held closed-end mutual
fund managed by Veitia and Associates, Inc., to the Company's
trading department. Officers and directors of the Company are
also officers and directors of Veitia and Associates, Inc. and
America's All Season Fund. These relationships could result in
conflicts of interest, including conflicts regarding the
negotiation and interpretation of agreements. The Company has no
plans or arrangements, including the hiring of an independent
third party, for the resolution of disputes between the Company
and its affiliates, if they arise. The Board of Directors has
adopted a policy regarding transactions between the Company and
any affiliate, including loan transactions, requiring that all
such transactions be approved by a majority of the Board of
Directors and a majority of the disinterested outside directors
and that all such transactions be for a bona fide business
purpose and be entered into on terms at least as favorable to the
Company as could be obtained from unaffiliated independent third
parties.
USE OF PROCEEDS
The net proceeds from the Common Stock sold by the Selling
Shareholders will inure entirely to their benefit and not that of the
Company.
SELLING SECURITY HOLDERS
The table set forth below sets forth, as of the date of this
Prospectus, or a subsequent date if amended or supplemented, (a) the name
of each Selling Shareholder and its relationship to the Company during the
last three years, (b) the number of shares of Common Stock each Selling
Shareholder beneficially owned prior to this offering, (c) the number of
shares of Common Stock offered pursuant to this Prospectus by each Selling
Shareholder and (d) the amount and the percentage of the Company's Common
Stock that will be owned by each Selling Shareholder after completion of
this offering. The information set forth below may be amended or
supplemented from time to time. There is no assurance that any of the
Selling Shareholders will sell any or all of the shares of Common Stock
offered by them hereunder.
8
================================================================================================================================
Shares of Common
Shares of Stock Beneficially
Common Stock Owned upon
Beneficially Shares of Common Completion of Offering
Name and Position Owned as of Stock Offered
of Selling Shareholder July 2, 19961 Hereby Number Percent
- --------------------------------------------------------------------------------------------------------------------------------
Diego J. Veitia, Director,
Chairman of the Board and
Chief Executive Officer 557,039 (2) 156,730 400,309 27.5%
- --------------------------------------------------------------------------------------------------------------------------------
Jerome F. Miceli, Director,
President and Chief Operating
Officer 198,724 (3) 126,128 72,596 4.9%
- --------------------------------------------------------------------------------------------------------------------------------
Stephen A. Saker, Director,
Vice President and Secretary 112,787 (4) 112,787 0 0
- --------------------------------------------------------------------------------------------------------------------------------
Donald A. Halliday, Director 30,100 (5) 27,500 2,600 *
- --------------------------------------------------------------------------------------------------------------------------------
Elmer L. Jacobs, Director 38,000 (6) 27,500 10,500 *
================================================================================================================================
* Less than one percent (1%)
- --------
1 Includes, for the purposes of this table and this Prospectus,
shares of Common Stock issuable upon the exercise of options
under the Stock Option Plan which are not currently exercisable.
2 Includes 400,309 shares of Common Stock held by the Diego J.
Veitia Family Trust (the "Family Trust") as Mr. Veitia is the
settlor, sole trustee and primary beneficiary of the Family Trust
and, as such, may be deemed the beneficial owner of the shares
held by the Family Trust under the rules and regulations of the
Commission. Also includes 46,730 shares of Common Stock to be
distributed pursuant to the ESOP and 110,000 shares of Common
Stock issuable upon the exercise of an option under the Stock
Option Plan.
3 Includes 16,128 shares of Common Stock to be distributed pursuant
to the ESOP and 110,000 shares of Common Stock issuable upon the
exercise of an option under the Stock Option Plan. Also includes
4,519 shares of Common Stock subject to a presently exercisable
option from the Family Trust.
4 Includes 47,787 shares of Common Stock to be distributed pursuant
to the ESOP and 65,000 shares of Common Stock issuable upon the
exercise of an option under the Stock Option Plan.
5 Includes 27,500 shares of Common Stock issuable upon the exercise
of an option under the Stock Option Plan.
6 Includes 27,500 shares of Common Stock issuable upon the exercise
of an option under the Stock Option Plan.
9
PLAN OF DISTRIBUTION
The Common Stock will be offered and sold by the Selling Shareholders
for their own accounts. The Company will not receive any proceeds from the
sale of the Common Stock pursuant to this Prospectus.
The Selling Shareholders may choose to sell the Common Stock offered hereby
at any time in the future. The distribution of the Common Stock by the
Selling Shareholders is not subject to any underwriting agreement. The
Selling Shareholders may sell the Common Stock covered by the Prospectus
through the NASDAQ SmallCap (trademark) Market, at prices and terms then
prevailing, through customary brokerage channels, in privately negotiated
transactions or otherwise, either through broker-dealers acting as agents
or brokers for the seller, or through broker- dealers acting as agents or
principals, who may then resell the Common Stock through the NASDAQ
SmallCap (trademark) Market, at private sale or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Such broker-dealers may receive
compensation in the form of underwriting discounts, concessions, or
commissions from the Selling Shareholders and/or the purchasers of the
Common Stock for whom they may act as agent, which compensation may be in
excess of customary commissions. The Selling Shareholders and any
broker-dealers that participate with the Selling Shareholders in the resale
of the Common Stock positioned by them might be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling
Shareholders will pay any transaction costs associated with
effecting any sales that may occur. The Selling Shareholders are not
restricted as to the price or prices at which they may sell their Common
Stock. Sales of such Common Stock at less than the market prices thereof
may depress the market price of the Common Stock.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company with the
Commission, and all documents subsequently filed by it pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the termination of
this offering, are incorporated by reference into this Prospectus:
(1) The Company's annual report of Form 10-KSB for the fiscal
year ended September 30, 1995;
(2) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since September 30, 1995;
and
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form SB-2, filed
October 13, 1993, File No. 33-70334-A, and as amendment by
amendments filed December 15, 1993, February 2, 1994, and
April 18, 1994.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the information that has been incorporated
by reference in this Prospectus (not including exhibits to the information
that is incorporated by reference unless such exhibits are themselves
specifically incorporated by reference). Any such requests should be
directed to: International Assets Holding Corporation, 250 Park Avenue
South, Winter Park, Florida 32789, Attention: Compliance Director,
telephone number (407) 629-1400.
10
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Company's Certificate of Incorporation, as amended, includes a
provision eliminating the monetary liability of directors to the fullest
extent possible under Delaware law. Article VII of the Company's Bylaws
provides that the Company shall indemnify its directors and officers if the
party to be indemnified acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interest of the
Corporation. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission and all documents subsequently filed by it pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated by reference:
(1) The Company's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995;
(2) All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Exchange Act since September 30, 1995;
and
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form SB-2, filed
October 13, 1993, File No. 33-70334-A, and as amended by
amendments filed December 15, 1993, February 2, 1994, and
April 18, 1994.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation, as amended, includes a
provision eliminating the monetary liability of directors to the fullest
extent possible under Delaware law. Subsection (a) of Section 145 of the
General Corporation Law of the State of Delaware permits a corporation to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or a proceeding,
had no reasonable cause to believe such conduct was unlawful.
Subsection (b) of Section 145 permits a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against
expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or
suit if such person acted in good faith and in a manner
II-1
such person reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145, or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith,
and that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled.
Article VII of the Company's Bylaws includes the following provisions:
Section 1. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Corporation and,
with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a
presumption that the person, did not act in good faith and in a manner
which he reasonably believed to be in, or not opposed to, the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. The Corporation shall indemnify any person who was or is a
party to or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against expense, including
attorneys' fees actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation. No such indemnification against expenses
shall be made, however, in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct to the extent that the Court of Chancery in which such action or
suit was brought shall determine upon application that despite the
adjudication of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 3. Indemnification under Sections 1 and 2 of this Article
shall be made by the Corporation when ordered by a court or upon
determination that indemnification of the director or officer is proper in
the circumstances because he has met the applicable standard of conduct set
forth in those Sections. Such determination shall be made (a) by the board
of directors who were not parties to such action, suit, or proceeding, or
(b) if such quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) by the stockholders.
II-2
Section 4. Expenses incurred in defending a civil or criminal action,
suit or proceeding of the kind described in Sections 1 and 2 of this
Article shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking, by or on behalf of the person who may be entitled to
indemnification under those Sections, to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation.
Section 5. The indemnification provided in this Article shall continue
as to a person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 6. Nothing herein contained shall be construed as limiting the
power or obligation of the Corporation to indemnify any person in
accordance with the Delaware Corporation Law, as amended from time to time,
or in accordance with any similar law adopted in lieu thereof.
Section 7. The Corporation shall also indemnify any person against
expenses, including attorneys' fees, actually and reasonably incurred by
him in enforcing any right to indemnification under this Article, under the
Delaware Corporation Law, as amended from time to time, or under any
similar law adopted in lieu thereof.
Section 8. Any person who shall serve as a director, officer, employee
or agent of the corporation or who shall serve, at the request of the
corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
be deemed to do so with knowledge or and in reliance upon the rights of
indemnification provided in this Article, in the Delaware Corporation Law,
as amended from time to time, or under any similar law adopted in lieu
thereof.
Section 9. Nothing contained herein shall be construed as protecting
any director, officer, employee or agent against liability to the
Corporation or to its shareholders contrary to the provisions of Section
17(h) of the Investment Company Act of 1940.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA or an Internal Revenue Service ("IRS") determination
letter that the ESOP is qualified under Section 401 of the Internal Revenue
Code, the undersigned registrant hereby undertakes to submit the ESOP and
all amendments thereto to the IRS in a timely manner and will make all
changes required by the IRS in order to qualify the ESOP.
5.1 Opinion of Holland & Knight as to the legality of the
securities being registered hereunder.
10.2 International Assets Holding Corporation Stock Option
Plan.*******
10.2(a) Amendment to International Assets Holding Corporation
Stock Option Plan dated December 28, 1995.
- --------
******* Filed with Company's Registration Statement on Form SB-2,
dated October 13, 1993, File No.33-70334-A, as amended.
II-3
10.3 International Assets Advisory Corporation Employee Stock
Ownership Plan and Trust Agreement (formerly the
International Assets Advisory Corporation Employee
Investment Plan effective October 1, 1989) as amended and
restated on December 30, 1992.*
10.3(a) First Amendment to International Assets Advisory
Corporation Employee Stock Ownership Plan dated November 4,
1993.
10.3(b) Amendment 1994-1 to International Assets Advisory
Corporation Employee Stock Ownership Plan dated July 19,
1994.
10.3(c) Amendment 1994-1 to International Assets Advisory
Corporation Employee Stock Ownership Plan dated December 30,
1994
10.3(d) Amendment 1995-1 to International Assets Advisory
Corporation Employee Stock Ownership Plan dated July 21,
1995.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Holland & Knight (contained in Exhibit 5.1
hereto).
24.1 Power(s) of Attorney (included on the signature page to this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represents a fundamental change in the information set
forth in the registration statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-4
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Winter Park, State of Florida, on
this 21st day of August, 1996.
INTERNATIONAL ASSETS HOLDING
CORPORATION
By:/S/ Jerome F. Miceli
Jerome F. Miceli, President
and Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Jerome F. Miceli as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Form S-8 Registration Statement of International Assets Holding Corporation
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.
II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Diego J. Veitia Chief Executive Officer and August 21, 1996
Chairman of the Board
Jerome F. Miceli President, Chief Operating August 21, 1996
Officer (Principal Executive
Officer), Treasurer and Director
Stephen A. Saker Vice President, Secretary August 21, 1996
and Director
Donald A. Halliday Director August 21, 1996
Elmer L. Jacobs Director August 21, 1996
Jonathan C. Hinz Vice President and Controller August 21, 1996
(Person Performing Similar Functions
of Principal Financial Officer
II-6
INDEX TO EXHIBITS
EXHIBIT NUMBER AND DESCRIPTION
5.1 Opinion of Holland & Knight as to the legality of the securities being
registered hereunder.
10.2 International Assets Holding Corporation Stock Option Plan.*
10.2(a) Amendment to International Assets Holding Corporation Stock Option
Plan dated December 28, 1995.
10.3 International Assets Advisory Corporation Employee Stock Ownership
Plan and Trust Agreement (formerly the International Assets Advisory
Corporation Employee Investment Plan effective October 1, 1989) as
amended and restated on December 30, 1992.*
10.3(a) First Amendment to International Assets Advisory Corporation
Employee Stock Ownership Plan and Trust Agreement dated November 4,
1993.
10.3(b) Amendment 1994-1 to International Assets Advisory Corporation
Employee Stock Ownership Plan dated July 19, 1994.
10.3(c) Amendment 1994-1 to International Assets Advisory Corporation
Employee Stock Ownership Plan dated December 30, 1994.
10.3(d) Amendment 1995-1 to International Assets Advisory Corporation
Employee Stock Ownership Plan dated July 21, 1995.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Holland & Knight (contained in Exhibit 5.1 hereto).
24.1 Power(s) of Attorney (included on the signature page to this
Registration Statement).
- --------
* Filed with Company's Registration Statement on Form SB-2, dated
October 13, 1993, File No. 33-70334-A, as amended.
EXHIBIT 5.1
August 21, 1996
International Assets Holding Corporation
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
Ladies and Gentlemen:
We refer to the registration statement of International Assets Holding
Corporation, a Delaware corporation (the "Company") on Form S-8 (the
"Registration Statement"), which is to be filed with the Securities and Exchange
Commission (the "Commission") concurrently herewith, covering the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of 860,714
shares of the Company's Common Stock, par value $0.01 per share (the "Shares"),
pursuant to the International Assets Advisory Corporation Employee Stock
Ownership Plan (the "ESOP") and the International Assets Holding Corporation
Stock Option Plan (the "Stock Option Plan"). The Shares have been issued by the
Company and will be distributed pursuant to the ESOP (the Shares to be
distributed thereunder the "ESOP Shares") or are to be issued by the Company
upon the exercise of certain stock options ("Options") granted and to be granted
to certain employees or directors of the Company pursuant to the Stock Option
Plan (the Shares to be issued thereunder the "Option Shares"). This opinion is
being delivered pursuant to the requirements of Item 601(b)(5) of Regulation S-B
promulgated by the Commission under the Securities Act.
This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this opinion letter should be
read in conjunction therewith.
As counsel for the Company, we have examined the Registration Statement,
and we are familiar with the proceedings taken by the Company relating to it. We
also have examined the Articles of Incorporation and the Bylaws of the Company
and such Company records, certificates and other documents as we have considered
necessary or appropriate for the purposes of this opinion. In addition, we have
made such investigations and have examined such certificates of public officials
and officers of the Company and such other documents and records as we deemed
necessary for purposes of this opinion.
International Assets Holding Corporation
August 21, 1996
Page 2
________________________
In our examination, we have assumed the genuineness of all signatures on
all documents submitted to us as originals, the authenticity of all documents
submitted to us as originals or certified, photostatic or facsimile copies, and
the conformity to the originals of all documents submitted to us as copies. We
also have relied upon the accuracy of the aforementioned certificates of public
officials and, as to matters of fact, of officers of the Company. We have also
relied on Company records and have assumed the accuracy and completeness
thereof.
Based upon the foregoing, it is our opinion that the Option Shares are duly
authorized and, upon issuance in connection with the exercise of the Options in
accordance with the terms of the Stock Option Plan against payment of the
exercise price therefor (as applicable), will be, assuming no change in the
applicable law or pertinent facts, validly issued, fully paid and
non-assessable.
We hereby consent to the use of our name in the Registration Statement as
counsel who will pass upon the legality of the Option Shares for the Company and
as having prepared this opinion, and to the use of this opinion as an exhibit
(Exhibit 5.1) to the Registration Statement.
In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
HOLLAND & KNIGHT
/S/ HOLLAND & KNIGHT
EXHIBIT 10.2(a)
UNANIMOUS CONSENT OF DIRECTORS
IN LIEU OF SPECIAL MEETING
OF INTERNATIONAL ASSETS HOLDING CORPORATION
THE UNDERSIGNED, being all of the directors of International Assets Holding
Corporation, a Delaware corporation (the "Company"), do hereby consent to and
adopt the following resolutions pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, and hereby direct that this Consent be
filed with the minutes of the proceedings of the Board of Directors of the
Company:
RESOLUTIONS
WHEREAS, the International Assets Holding Corporation Stock Option Plan
(the "Plan") was adopted to further the interest of the Company and its
shareholders by providing incentives in the form of stock option grants to
executives, consultants, key employees and directors of the Company who
contribute materially to the success of the Company; and
WHEREAS, the Board has determined it is in the best interest of the Company
to increase the maximum aggregate number of shares that may be subject to
options under the Plan from 250,000 to 500,000; and
WHEREAS, pursuant to Sections 3(a) and 18(a) of the plan any amendment to
the plan which increases the aggregate number of shares that may be subject to
options granted under the Plan requires the approval of the Company's
shareholders; it is therefore
RESOLVED, that the following amendment to the Plan is approved by the
directors of the Company effective as of the date hereof and shall be submitted
to the shareholders of the Company at the next annual meeting of the
shareholders:
Section 3(a) shall be amended in its entirety to read as follows:
"(a)TOTAL NUMBER OF SHARES. The total number of shares of
Stock which may be issued by the Company to all Optionees
under the plan is 500,000 shares. The total number of shares
of Stock which may be so issued may be increased only by a
resolution adopted by the Board of Directors and approved by
the shareholders of the Company."
FURTHER RESOLVED, that pursuant to the actions taken by the Board at its
May 12, 1995 meeting, Incentive Stock Options are hereby granted effective as of
the date hereof, subject to approval of the amendment to the Plan by the
shareholders, to certain directors and officers of the company as follows:
Diego Veitia 110,000 shares
Jerome Miceli 70,000 shares
Stephen Saker 35,000 shares
Donald Halliday 17,500 shares
Elmer Jacobs 17,500 shares
FURTHER RESOLVED, that in the event the Amendment to the Plan is not
approved by the shareholders, the above-referenced Incentive Stock Options shall
be cancelled: and
FURTHER RESOLVED, that the officers of the Company are hereby directed and
empowered to take all necessary actions to submit the Amendment to the
shareholders for approval.
This Written Consent is dated as of the 28th day of December, 1995
By: /S/ Diego J. Veitia
Diego J. Veitia, Director
By: /S/ Jerome F. Miceli
Jerome F. Miceli, Director
By: /S/ Stephen A. Saker
Stephen A. Saker, Director
By: /S/ Donald A. Halliday
Donald A. Halliday, Director
By: /S/ Elmer L. Jacobs
Elmer L. Jacobs, Director
This Written Consent may be executed in counterpart originals all of which
original counterparts, taken together, will have the same effect as if all
signatures were contained in a single copy of this Written Consent.
EXHIBIT 10.3(a)
FIRST AMENDMENT TO INTERNATIONAL ASSETS ADVISORY CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
THIS AMENDMENT is made this 4 day of November, 1993, by International
Assets Advisory Corporation, a Florida corporation, hereinafter referred to as
the "Corporation."
WHEREAS, the Corporation adopted the International Assets Advisory
Corporation Employee Stock Ownership Plan and Trust Agreement (the "Plan") on
December 30, 1992; and
WHEREAS, the Corporation desires to amend certain provisions of said Plan;
and
WHEREAS, under the provisions of said Plan, the Corporation reserves the
right to amend the same at any time.
NOW, THEREFORE, this First Amendment to the International Assets Advisory
Corporation Employee Stock Ownership Plan and Trust Agreement.
1. Article VI, Section 6.03, is hereby amended by adding the following new
subsection 6.03(D) immediately following subsection 6.03(C):
(D) MODEL AMENDMENT - Direct Rollover of Eligible Rollover Distributions.
(1) EFFECTIVE DATE. This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee election under this Article, a distributee
may elect, at the time and in the manner prescribed by the plan administrator,
to have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.
(2) DEFINITIONS.
(2.1) Eligible rollover distribution: An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and the portion of any
distribution that is not includible in gross income (determined without regard
to the
1
exclusion for net unrealized appreciation with respect to employer
securities).
(2.2) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
(2.3) Distributee: A distributee includes an employee or former employee.
In addition, the employee's or former employee's surviving spouse and the
employee's or former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in section 414(p)
of the Code, are distributees with regard to the interest of the spouse or
former spouse.
(2.4) Direct rollover: A direct rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.
2. Article X, Section 10.03[B](6) is hereby amended to read as follows:
(6) The Trustee must add and maintain all assets acquired with the proceeds
of an Exempt Loan in a suspense Account. In withdrawing assets from the suspense
Account, the Trustee will apply the provisions of Treas.
(Sections)Reg.54.4975-7(b)(8) and (15) as if all securities in the suspense
Account were encumbered. Upon the payment of any portion of the loan, the
Trustee will effect the release of assets in the suspense Account from
encumbrances. For each Plan Year during the duration of the Exempt Loan, the
number of Employer Securities released must equal the number of encumbered
Employer Securities held immediately before release for the current Plan Year
multiplied by a fraction. The numerator of the fraction is the amount of
principal paid for the Plan Year. The denominator of the fraction is the sum of
the numerator plus the principal to be paid for all future Plan Years. The
number of future Plan Years under the loan must be definitely ascertainable and
must be determined without taking into account any possible extension or renewal
periods. If collateral includes more than one class of Employer Securities, the
number of Employer Securities of each class to be released for a Plan Year must
be determined by applying the same fraction to each such class. The Advisory
Committee will allocate assets withdrawn from the suspense Account to the
Accounts of Participants who otherwise share in the allocation of the Employer's
contribution for the Plan Year for which the Trustee has paid the portion of
the Exempt Loan resulting in the release of the assets. The Advisory Committee
consistently will make this
2
allocation as of each Accounting Date on the basis of non-monetary units,
taking into account the relative Compensation of all such Participants for such
Plan Year.
3. The effective date of this Amendment is January 1, 1993.
4. Except as herein modified and amended, all of the provisions of the
International Assets Advisory Corporation Employee Stock Ownership Plan and
Trust Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
executed on the date first above written.
International Assets Advisory Corporation
By: /S/ Jerome F. Miceli
Jerome F. Miceli, President
ACCEPTANCE BY TRUSTEE
The undersigned Trustees hereby accept the First Amendment hereinabove set
forth and agree to continue to serve as Trustees of the International Assets
Advisory Corporation Employee Stock Ownership Plan, all as of the 4th day of
November, 1993.
/S/ Diego J.. Veitia
Diego J. Veitia
/S/ Jerome F. Miceli
Jerome F. Miceli
/S/ Stephen A. Saker
Stephen A. Saker
/S/ Nancey M. McMurtry
Nancey M. McMurtry
EXHIBIT 10.3(b)
INTERNATIONAL ASSETS ADVISORY CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Amendment 1994-1
WHEREAS, International Assets Advisory Corporation (hereafter, the "Employer")
maintains the International Assets Advisory Corporation Employee Stock Ownership
Plan ("the Plan");
WHEREAS, the Employer has the right to amend the Plan pursuant to Section 13.09
of the Plan;
WHEREAS, the Board of Directors of the Employer authorized the officers of the
Employer or any designated committee to perform all appropriate ministerial
actions to effect the Plan as a tax-qualified retirement plan;
NOW, THEREFORE, the Employer hereby adopts and approves this amendment to become
effective July 19, 1994 as follows:
1. The written loan policy (Exhibit A of the Summary Plan Description)
incorporated by reference as part of the Plan under Section 9.W of the Plan
shall be amended as follows:
"LIMITATION ON LOAN AMOUNT/PURPOSE OF LOAN. The Advisory Committee will not
approve any loan to a participant in an amount which exceeds 50% of his or
her aggregate amount in the Deferral Contribution and Matching Contribution
Accounts, as reflected by the books and records of the Plan. The maximum
aggregate dollar amount of loans outstanding to any participant may not
exceed $50,000 as aggregated with all participant loans from other employer
qualified plans, reduced by the excess of the participant's highest
outstanding participant loan balance during the 12-month period ending on
the date of the loan over the participant's current outstanding participant
loan balance on the date of the loan. A participant may not request a loan
for less than $500.
A participant loan may be for the purpose of one or any combination of the
following reasons: (1) the construction or improvement of a residence or
other real estate; (2) the purchase of a vehicle (including an automobile,
van, truck or recreational vehicle); (3) tuition and other educational
expenses; (4) medical and dental expenses; or (5) funeral expenses of a
family member."
2. Except as amended herein, the Plan shall remain in full force and effect.
ON WITNESS WHEREOF, the Employer has adopted this Amendment 1994-1 to be
executed by its duly authorized officer this 19th day of July, 1994.
INTERNATIONAL ASSETS ADVISORY CORPORATION
BY: /S/ Jerome F. Miceli
EXHIBIT A TO SUMMARY PLAN DESCRIPTION
(as amended effective July 19, 1994)
LOAN POLICY
The Advisory Committee of the INTERNATIONAL ASSETS ADVISORY CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN ("Plan") adopts the following loan policy pursuant to the
terms of the Plan. As a participant or beneficiary under the Plan, you may
receive a loan only as permitted by this loan policy.
1. LOAN APPLICATION. Any Plan participant may apply for a loan from the
Plan. For purposes of this loan policy, the term "participant" means any
participant or beneficiary with respect to the Plan. A participant must apply
for each loan in writing with an application which specifies the amount of the
loan desired, the requested duration for the loan and the source of security for
the loan. The Advisory Committee will not approve any loan if a participant is
not creditworthy. In order to be creditworthy, the participant must have
established in his or her community, a reputation which would entitle him or her
to a similar loan from a commercial or business lender. In applying for the loan
from the Plan, each participant must give full authority to investigate his or
her creditworthiness.
2. LIMITATION ON LOAN AMOUNT/PURPOSE OF LOAN. The Advisory Committee will
not approve any loan to a participant in an amount which exceeds 50% of his or
her aggregate amount in the Deferral Contribution and Matching Contribution
Accounts, as reflected by the books and records of the Plan. The maximum
aggregate dollar amount of loans outstanding to any participant may not exceed
$50,000 as aggregated with all participant loans from other employer qualified
plans,reduced by the excess of the participant's highest outstanding participant
loan balance during the 12 month period ending on the date of the loan over the
participant's current outstanding participant loan balance on the date of the
loan. A participant may not request a loan for less than $500.
A participant loan may be for the purpose of one or any combination of the
following reasons: (1) the construction or improvement of a residence or other
real estate; (2) the purchase of a vehicle (including an automobile, van, truck
or recreational vehicle); (3) tuition and other educational expenses; (4)
medical and dental expenses; or (5) funeral expenses of a family member.
3. EVIDENCE AND TERMS OF LOAN. The Advisory Committee will document every
loan in the form of a promissory note signed by the participant for the face
amount of the loan, together with a commercially reasonable rate of interest.
The Advisory Committee will determine the appropriate interest rate by obtaining
at least one quote from a financial institution, as chosen by the Advisory
Committee, that is in the business of lending money. The interest rate quote(s)
must take into account the term of the loan, the security on that loan, the
creditworthiness of the participant, whether the interest rate is adjustable
during the term of the loan, and the intended use of the loan proceeds, if
known, and must reflect a commercially reasonable rate for the geographical
region in which the participant lives. If participants in the Plan live in
different geographical regions, the Advisory Committee may establish a uniform
commercially reasonable interest rate applicable to all regions based on
information obtained from at
least one region in which participants live. The Advisory Committee must
reevaluate interest rates for loans made more than one month since the last loan
made by the Plan.
A loan may provide a fixed rate of interest or an adjustable rate of
interest, as determined by the Advisory Committee and the participant. The
Advisory Committee will determine whether the interest rate is commercially
reasonable at the time it approves the loan and, in the case of an adjustable
rate loan, at the time of each scheduled adjustment. The loan must provide at
least quarterly payments under a level amortization schedule.
The loan may permit a suspension of payments for a period not exceeding one
year which occurs during an approved leave of absence. The Advisory Committee
will fix the term for repayment of any loan,- however, in no instance may the
term of repayment be greater than five years, unless the loan qualifies as a
home loan. The Advisory Committee may fix the term for repayment of a home
loan for a period not to exceed 15 years. A "home loan" is a loan used to
acquire a dwelling unit which, within a reasonable time, the participant will
use as a principal residence.
Participants should note the law treats the amount of any loan (other than
a "home loan") not repaid five years after the date of the loan as a taxable
distribution on the last day of the five year period or, if sooner, at the time
the loan is in default. If a participant extends a non-home loan having a five
year or less repayment term beyond five years, the balance of the loan at the
time of the extension is a taxable distribution to the participant.
4. SECURITY FOR LOAN. A participant must secure each loan with an
irrevocable pledge and assignment of 50% of the aggregate amount in the Deferral
Contribution and Matching Contributions Accounts of the borrowing participant's
accrued benefit under the Plan or other security (e.g., principal residence)
the Advisory Committee accepts and finds to be adequate, or both 50% of the
participant's aggregate amount in the Deferred Contribution and Matching
Contributions Accounts and other security. The Advisory Committee may request
the borrowing participant to secure each loan with additional collateral
acceptable to the Advisory Committee or to substitute collateral given for the
loan. The Advisory Committee may require greater security for a participant loan
from a participant not employed by the Employer at the date of the loan.
5. FORM OF PLEDGE. If the participant secures the loan wholly or partly
with 50% of his aggregate Deferred Contribution and Matching Contributions
Accounts, the pledge and assignment of that portion of his accrued benefit will
be in the form attached to this Loan Policy.
6. DEFAULT/RISK OF LOSS. The Advisory Committee will treat this loan in
default if:
(a) any scheduled payment remains unpaid more than 90 days.
(b) the making or furnishing of any representation or statement to the Plan
by or on behalf of the participant which proves to have been false in any
material respect when made or furnished;
(c) loss, theft, damage, destruction, sale or encumbrance to or of any of
the collateral or the making of any levy seizure or attachment thereof or
thereon;
(d) death, dissolution, insolvency, business failure, appointment of
receiver of any part of the property of, assignment for the benefit of creditors
by, or the
commencement of any proceeding under any bankruptcy or insolvency laws of, by or
against the participant.
The participant will have the opportunity to repay the loan, resume current
status of the loan by paying any missed payment plus interest or, if
distribution is available under the plan, request distribution of the note. If
the 1oan remains in default, the Advisory Committee has the option of
foreclosing on any other security it holds or, to the extent a distribution to
the participant is permissible under the Plan, offset the participant's vested
account balance by the outstanding balance of the loan. The Advisory Committee
will treat the note as repaid to the extent of any permissible offset. Pending
final disposition of the note, the participant remains obligated for any unpaid
principal and accrued interest.
The Plan intends this loan program not to place other participants at risk
with respect to their interests in the Plan. In this record, the Advisory
Committee will administer any participant loan as a participant directed
investment of that portion of the participant's vested account balance equal to
the outstanding principal balance of the loan. The Plan will credit that portion
of the participant's interest with the interest earned on the note and with
principal payments received by the participant. The Plan also will charge that
portion of the participant's account balance with expenses directly related to
the origination, maintenance and collection of the note.
INTERNATIONAL ASSETS ADVISORY CORPORATION
PLAN ADMINISTRATOR
EXHIBIT 10.3(c)
AMENDMENT 1994-1 TO
INTERNATIONAL ASSETS ADVISORY CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
THIS INSTRUMENT made this 30th day of December, 1994 by International Assets
Advisory Corporation (the "Employer").
WHEREAS, the Employer, has reserved the right, pursuant to Article XIII, Section
13.02, to amend the International Assets Advisory Corporation Employee Stock
Ownership Plan (the "Plan"); and
WHEREAS, pursuant to Article XIII, Section 13.02, the Employer desires to amend
the Plan by adopting certain IRS Model Amendments provided in Rev. Proc. 93-12
and Rev. Proc. 94-13 to (i) comply with the Unemployment Compensation Amendments
of 1992, and (ii) the Omnibus Budget Reconciliation Act of 1993.
NOW, THEREFORE, effective as provided herein, the Employer hereby amends the
Plan as follows:
1. Article I, Section 1.10 (C), "Limitations on Compensation", is
hereby amended by adding thereto the following:
"(3) Additional Compensation dollar limitation. In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual Compensation of each Employee taken into
account under the Plan shall not exceed the OBRA '93 annual compensation
limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by
the Commissioner for increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Code. The cost of-living adjustment in effect
for a calendar year applies to any period, not exceeding twelve (12)
months, over which Compensation is determined (determination period)
beginning in such calendar year.If a determination period consists of fewer
than twelve (12) months, the OBRA '93 annual compensation limit will be
multiplied by a fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is twelve (12) For
Plan Years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under Section 401(a)(17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision
If Compensation for any prior determination period is taken into account in
determining an Employee's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000."
2. Article XV is hereby added to read as follows:
"ARTICLE XV - ELIGIBLE ROLLOVER DISTRIBUTIONS
Section 15 01 GENERAL RULE
This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this Section, a Distributee
may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee
in a Direct Rollover.
Section 15.02 Definitions
(a) ELIGIBLE ROLLOVER DISTRIBUTION: An Eligible Rollover Distribution is any
distribution of all or any portion of the balance to the credit of the
Distributee, except than an Eligible Rollover Distribution does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities).
(b) ELIGIBLE RETIREMENT PLAN: An Eligible Retirement Plan is an individual
retirement account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover
Distribution to the Surviving Spouse, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.
(c) Distributee: A Distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's Surviving Spouse and the
Employee's or former Employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are Distributees with regard to the interest of
the spouse or former spouse.
(d) Direct Rollover: A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.
(e) If a distributee is one to which sections 401(a)(11)and 417 of the Internal
Revenue Code do not apply, such distribution may commence less than 30 days
after the notice required under section 1.411(a)-l l(c) of the Income Tax
Regulations is given, provided that:
(1) the plan administrator clearly informs the participant that the
participant has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular distribution
option), and
(2) the participant, after receiving the notice, affirmatively elects
a distribution."
3. Except as provided herein, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer has executed this Amendment 1994-1 on this
3oth day of December, 1994.
INTERNATIONAL ASSETS ADVISORY
CORPORATION
By: /S/ Jerome F. Miceli
December 30, 1994
Date
A true copy
ATTEST
EXHIBIT 10.3(d)
AMENDMENT 1995-1 TO
INTERNATIONAL ASSETS ADVISORY CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
THIS INSTRUMENT made this 21st day of July, 1995 by International Assets
Advisory Corporation (the "Employer").
WHEREAS, the Employer, has reserved the right, pursuant to Article XIII,
Section 13.02, to amend the International Assets Advisory Corporation Employee
Stock Ownership Plan (the "Plan"); and
WHEREAS, pursuant to Article XIII, Section 13.02, the Employer desires to
amend the plan because of the shares of the Employer have become readily
tradeable on an established market.
NOW, THEREFORE, effective as provided herein, the Employer hereby amends
the Plan as follows:
1. Article XI, Section 11.01 "Put option" is hereby amended by adding thereto
the following sentence at the end of the paragraph:
"Notwithstanding the above, if the Employer Securities distributed to a
participant are readily tradeable on an established market, no put option
is required to be issued to such Participant with respect to those
readily tradeable shares"
2. Except as provided herein, the plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer has executed this Amendment 1995-1 on this
21st day of July 1995.
INTERNATIONAL ASSETS ADVISORY
CORPORATION
By:/S/ Jerome F. Miceli
July 21, 1995
Date
A true copy
ATTEST
EXHIBIT 23.1
KPMG Peat Marwick LLP
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
International Assets Holding Corporation
and Subsidiaries:
We consent to the incorporation by reference in the Registration Statement (No.
33-70334-A) on Form S-8 of International Assets Holding Corporation and
Subsidiaries of our report dated November 16, 1995 relating to the consolidated
balance sheet of International Assets Holding Corporation and Subsidiaries as of
September 30, 1995 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the two year
period ended September 30, 1995, which report appears on page F-1 of the
September 30, 1995, annual report on Form 10-K of International Assets Holding
Corporation and Subsidiaries.
/S/ KPMG Peat Marwick LLP
August 1, 1996
