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): July 9, 2004
INTERNATIONAL ASSETS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-23554 | 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)
Item 2. Acquisition or Disposition of Assets.
On July 9, 2004, International Assets Holding Corporation (the “Company”) completed the acquisition of the foreign exchange business (the “FX Business”) of Global Currencies Limited (“Global”), pursuant to the terms of the Acquisition Agreement dated as of June 25, 2004 by and among the Company, Global, and the shareholders of Global Currencies (Holdings) Limited. The acquisition was structured as follows:
| • | On or about June 23, 2004, Global formed two new U.K. companies – Global Currencies (Holdings) Limited (“GCH”) and Global Currencies (FX) Limited (“GCFX”). GCH was formed as a wholly-owned, direct subsidiary of Global, and GCFX was formed as a wholly-owned, direct subsidiary of GCH. |
| • | On or about June 23, 2004, Global contributed certain assets related to the FX Business to GCFX, including all pending contracts related to the FX Business. Global thereafter operated the FX Business through GCFX. |
| • | On or about June 23, 2004, Global distributed all of the shares of GCH to its existing shareholders (the “Sellers”). |
| • | On July 9, 2004, the Company purchased all of the shares of GCH from the Sellers. |
| • | At the closing, the Company paid the Sellers $1.0 million in cash and issued them 150,000 shares of the Company’s common stock. These shares had a value of approximately $1,472,000 (based on the Company’s closing share price of $9.81 per share on July 9, 2004). At the closing, the Company also paid the Sellers approximately $3.5 million, which amount represented the net amount of cash and liquid assets held by GCH and GCFX as of July 8, 2004. |
| • | The Company is obligated to make certain earn-out payments to the Sellers. In particular, the Company is obligated to pay the Sellers an amount equal to 20% of the gross foreign exchange trading profits generated by the Company during the 30 months ending on December 31, 2006 (up to a maximum of $4.0 million). Additionally, the Company is obligated to pay the Sellers 10% of the gross foreign exchange trading profits in excess of $10.0 million per year for the 12 months ended June 30, 2005 and June 30, 2006, and 10% of such profits in excess of $5.0 million for the 6 months ended December 31, 2006. |
The Company funded the acquisition from its existing working capital.
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Item 7. Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired |
The required financial statements of Global are not included in this Current Report on Form 8-K. These financial statements will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but not later than September 22, 2004.
| (b) | Pro forma financial information. |
The required pro forma financial information relative to the acquisition of the FX Business of Global is not included in this Report on Form 8-K. The pro forma financial information will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but not later than September 22, 2004.
| (c) | Exhibits |
| Exhibits |
Description | |
| 2.1 | Acquisition Agreement dated as of June 25, 2004 by and among International Assets Holding Corporation, Global Currencies Limited, and the shareholders of Global Currencies (Holdings) Limited (incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2004). | |
| 99.1 | Press Release | |
Item 9. Regulation FD Disclosure
On July 12, 2004, the Company issued a press release regarding its acquisition of the FX Business of Global and related matters. A copy of the press release is furnished with this report as Exhibit 99.1.
The information under this Item and Exhibit 99.1 are being furnished pursuant to General Instruction B.2 of Form 8-K, and neither the information in this Item nor Exhibit 99.1 shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| INTERNATIONAL ASSETS HOLDING CORPORATION | ||
| Date: July 23, 2004 |
/s/ Scott J. Branch | |
| Scott J. Branch | ||
| President | ||
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Exhibit Index
| Exhibits |
Description | |
| 99.1 | Press Release of the Company dated July 12, 2004 |
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EXHIBIT 99.1
INTERNATIONAL ASSETS COMPLETES ACQUISITION OF
SPECIALIST FX TRADING BUSINESS BASED IN LONDON
New York – July 12, 2004 – International Assets Holding Corp. (the “Company”) (Nasdaq:IAAC) today announced that it has completed the previously announced acquisition of the specialist foreign exchange trading business operated by an affiliate of Global Currencies Limited.
In consideration for the purchase of the business, the Company paid the sellers approximately $1.0 million in cash and issued them 150,000 shares of the Company’s common stock. The Company also paid the sellers approximately $3,545,000, which represented the amount of cash and other liquid assets in the business at the time of the transaction. The sellers will agree not to resell one-half of the shares for a period of 12 months after the closing and not to resell the remaining one-half for a period of 24 months after the closing. The purchase consideration will also include contingent future payments equal to 20% of gross foreign exchange trading revenues generated by the Company through the end of 2006 (subject to certain minimum and maximum payments).
About International Asset Holding Corporation (Nasdaq IAAC)
International Assets Holding Corporation and its subsidiaries (the “Company”) form a financial services group focused on select international markets. The Company uses its capital and expertise to facilitate wholesale cross-border financial flows through market making and trading of international financial instruments and commodities. The Company’s activities are currently divided into three functional areas; international equities market-making, international debt capital markets and commodities/foreign exchange trading. The Company was formed in October 1987 and has three wholly-owned subsidiaries; INTL Trading, Inc. a NASD member broker dealer, INTL Assets, Inc. and IAHC Bermuda, Ltd. The Company has been publicly traded since 1994. Additional information regarding the Company is available on the Company’s web site at www.intlassets.com.
Certain statements in this document may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including adverse changes in economic, political and market conditions, losses from the Company’s market-making and trading activities arising from counter-party failures and changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of federal and state securities laws and the impact of changes in technology in the securities and commodities brokerage industries. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions, there can be no assurances that the actual results, performance or achievement of the Company will not differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements.
Contact: Scott Branch, President,
International Assets Holding Corporation
Altamonte Springs, FL 32701
Scott Branch, Phone (888) 345-4685 x 335
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