INTERNATIONAL ASSETS HOLDING CORPORATION
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
February 15, 2000
----------------
TO THE STOCKHOLDERS OF
INTERNATIONAL ASSETS HOLDING CORPORATION
Notice is hereby given that the annual meeting of the stockholders of
International Assets Holding Corporation will be held on Tuesday, February 15,
2000 at 10:00 a.m. local time, at the offices of the Corporation, 250 Park
Avenue South, Suite 200, Winter Park, Florida 32789 for the following purposes:
1. To elect a Board of five Directors to serve until the next
annual meeting and until their successors shall have been
elected and qualified.
2. To approve the action of the Board of Directors in selecting
KPMG Peat Marwick LLP as auditors to audit the financial
statements of International Assets Holding Corporation and
subsidiaries for the period commencing October 1, 1999 and
ending September 30, 2000.
3. The transaction of such other business as may properly be
brought before the meeting.
Stockholders of record at the close of business on January 5, 2000 will be
entitled to vote at the meeting. It is hoped that you will attend the meeting,
but if you cannot do so, please fill in and sign the enclosed proxy, and return
it in the accompanying envelope as promptly as possible. Any stockholder
attending can vote in person even though a proxy has already been returned.
By Order of the Board of Directors
DIEGO J. VEITIA
Chairman
P.S. In order to save your Corporation the additional expense of further
solicitation, please be kind enough to complete and return your proxy card
today.
Winter Park, Florida
January 14, 2000
<PAGE>
INTERNATIONAL ASSETS HOLDING CORPORATION
250 Park Avenue South
Suite 200
Winter Park, Florida 32789
----------------------
PROXY STATEMENT
------------------
This proxy statement is furnished in connection with the solicitation
by or on behalf of the Board of Directors of International Assets Holding
Corporation (the "Corporation ") for use at the Annual Meeting of Stockholders
(the "Annual Meeting") to be held in the offices of the Corporation on Tuesday,
February 15, 2000 at 10:00 a.m. local time. The address of the Corporation is
250 Park Avenue South, Suite 200, Winter Park, Florida 32789.
Proxy Solicitation
All proxies in the enclosed form which are properly executed and
returned to the Corporation will be voted as provided for therein at the Annual
Meeting or at any adjournments thereof. A stockholder executing and returning a
proxy has the power to revoke it at any time before it is exercised by giving
written notice of such revocation to the Secretary of the Corporation. Signing
and mailing the proxy will not affect your right to give a later proxy or to
attend the Annual Meeting and vote your shares in person.
The Board of Directors intends to bring before the Annual Meeting the
matters set forth in items 1 and 2 in the foregoing notice. The persons named in
the enclosed proxy and acting thereunder will vote with respect to items 1 and 2
in accordance with the directions of the stockholder as specified on the proxy
card. If no choice is specified, the shares will be voted IN FAVOR of the
election of the five directors named under item 1 and IN FAVOR of ratification
of KPMG Peat Marwick LLP as auditors. If any other matters are properly
presented to the meeting for action, it is intended that the persons named in
the enclosed Proxy and acting thereunder will vote in accordance with the views
of management thereon. This Proxy Statement and Form of Proxy are being first
sent to stockholders on or about January 14, 2000.
With respect to the election of Directors (Item 1), the five nominees
receiving the greatest number of votes will be elected. The affirmative vote of
a majority of the votes cast at the meeting is required for the ratification of
the selection of independent public accountants (Item 2).
Pursuant to Delaware law, abstentions, but not broker non-votes will be
treated as shares present and entitled to vote on the subject matter at the
Annual Meeting. Thus, an abstention will be counted as a "no vote" and a broker
non-vote will in effect reduce the absolute number of affirmative votes needed
for approval.
The Corporation will bear the entire cost of preparing, printing and
mailing this proxy statement, the proxies and any additional materials which may
be furnished to stockholders. Solicitation may be undertaken by mail, telephone,
telegraph and personal contact. The cost to solicit proxies will be borne by the
Corporation. The Annual Report of the Corporation for its fiscal year ending
September 30, 1999 has been mailed to stockholders with this proxy statement.
<PAGE>
Voting Securities and Principal Holders Thereof
Holders of common stock of the Corporation of record at the close of
business January 5, 2000, will be entitled to vote at the Annual Meeting or any
adjournment thereof. As of December 15, 1999, the Corporation had outstanding
1,785478 shares of common stock. The stockholders are entitled to one vote per
share of common stock on all business to come before the meeting. The
Corporation knows of four entities which own, control, or share dispositive
powers over shares in excess of 5%. As of December 15, 1999, the Diego J. Veitia
Family Trust owns 24.16% of the outstanding common stock. Diego J. Veitia, as
sole beneficiary of the trust and through additional holdings, owns 29.30% of
the outstanding common stock. The IAAC 401(k) Profit Sharing Plan owns 14.01% of
the outstanding common stock and Jerome F. Miceli owns 7.95% of the outstanding
common stock. As of December 15, 1999, the officers and directors of the
Corporation as a group beneficially own in the aggregate 40.05% of the
outstanding common stock of the Corporation.
ITEM 1 - ELECTION OF DIRECTORS
At the Annual Meeting five directors, constituting the entire Board of
Directors of the Corporation, are to be elected to hold office until the next
annual meeting or until their successors are elected and shall have qualified.
Each nominee has consented to serve if elected. Officers are elected annually by
the Board of Directors. The age, principal position of each nominee, and the
year they first became a director and officer of the Corporation are as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
First First
Became Became
Name Age ( ) and Position Director Officer
----- -------------------- -------- -------
Diego J. Veitia (56) Director, Chairman of the 1987 1987
Board, President, Chief Executive
Officer of the Corporation;
Director and Chairman of the
Board of International Assets
Advisory Corp. ("IAAC"), Chairman
of the Board and Chief Executive
Officer of Global Assets Advisors,
Inc. ("GAA"), International Asset
Management Corp. ("IAMC"),
International Financial Products,Inc.
("IFP"); INTLTRADER.COM ("ITCI")
formerly International Trader
Association, Inc.; and Offshore
Trader.com Ltd. ("OTCL").
Stephen A. Saker (53) Director, Vice President and 1990 1987
Secretary of the Corporation; Director,
Executive Vice President and Secretary
of IAAC; Director, Vice President
and Secretary of GAA, IAMC and ITCI.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
First First
Became Became
Name Age ( ) and Position Director Officer
----- -------------------- -------- -------
Jerome F. Miceli (56)Director; Consultant to the 1990 --
securities industry and to the
Corporation. Until November,1999,
was an officer of the Company
and its subsidiaries. Mr. Miceli
resigned due to health considerations.
Robert A. Miller, (56 Director of the Corporation 1998 --
Ph.D.
Jeffrey L. Rush, (59) Director of the Corporation 1999 --
M.D.
</TABLE>
Diego J. Veitia founded the Corporation in 1987 to serve as a holding company
for IAAC and other subsidiaries. He has served as Chairman of the Board,
director and Chief Executive Officer of the Corporation since its inception. He
also served as President of the Corporation from 1987 until 1991and has recently
re-assumed the presidency upon Mr. Miceli's resignation. Mr. Veitia founded IAAC
in 1981 and has served as Chairman of the Board and director since that time and
currently serves as its President. Mr. Veitia is also currently serving as
Chairman, Chief Executive Officer and President of GAA, IAMC, IFP, ITCI and
OTCL. Mr. Veitia also serves as Chairman of Veitia and Associates, Inc., an
inactive registered investment advisor. Mr. Veitia served as Chairman of All
Seasons Global Fund, Inc., a publicly held closed-end management investment
company from October 1987 until October 1996. During the last five years, Mr.
Veitia has also served as director of America's All Seasons Income Fund, Inc.,
an inactive management investment company.
Stephen A. Saker has been a director of the Corporation since 1990 and has
served as Secretary and Vice President of the Corporation since 1991. Mr. Saker
has also served as director, Executive Vice President and Secretary of IAAC
since 1985. Mr. Saker currently serves as Vice President, Secretary and Director
of GAA, IAMC and ITCI. Since November 1991, Mr. Saker has served as Vice
President and Secretary of Veitia and Associates, Inc. Mr. Saker also served as
Secretary and director of All Seasons Global Fund, Inc. from October 1987 until
October 1996.
Jerome F. Miceli has been a director of the Company since 1990. Mr. Miceli
served as President, Chief Operating Officer and Treasurer of the Company from
1991 to 1999. Mr. Miceli also served as President, Chief Executive Officer,
Treasurer and director of IAAC from 1990 to 1999. Until November 1999 Mr. Miceli
also served as President, Treasurer and Director of ITCI, GAA, IAMC, IFP and
OTCL In November 1999 Mr. Miceli resigned, due to medical reasons, from all of
his officer positions with the Company and all of his officer and director
positions of the Company's subsidiaries. Mr. Miceli continues to serve as a
Director and consultant to the Company.. In addition, from December 1990 until
October 1996, Mr. Miceli served as Treasurer and director of All Seasons Global
Fund Inc., a publicly held closed-end management investment company. Mr. Miceli
also served as President of Veitia and Associates, Inc., an inactive registered
investment advisor, from 1990 until 1999.
<PAGE>
Robert A. Miller, Ph.D. became a director of the Corporation in February, 1998.
Dr. Miller has served as President of Nazareth College in Rochester, New York
since 1998. Dr. Miller previously served as the Academic Vice President of
Queens College in Charlotte, North Carolina from 1994 to 1998. In addition, Dr.
Miller served as Provost of Antioch University in Ohio from 1991 to 1994. Dr.
Miller served as a director of All Seasons Global Fund, Inc., a publicly held
closed-end management investment company from 1988 until 1996.
Jeffrey L. Rush, M.D. became a director of the Corporation in February, 1999.
Dr. Rush is a graduate of Dartmouth and State University New York Medical School
in 1966. He has been a Board Certified Radiologist since 1972. Dr. Rush served
as Chairman of the Radiology Dept. at Alvarado Medical Center, San Diego, CA
from 1972 - 1994. In addition, he served on the Advisory Board, National Medical
Enterprises (Tenet Health) from 1982 - 1990. Dr. Rush presently serves as
Chairman of Pacific Medical Building, LP, a developer and owner of medical
office buildings and clinics. He has served in that capacity since 1991.
Director Remuneration
Members of the Board of Directors who are not officers or employees of
the Corporation were paid an annual fee of $21,000 for the 1998 and 1999
calendar years comprised of (i) $15,000 which is deposited in quarterly
installments into an individual brokerage account set up for each such director
with IAAC for the purchase of common stock of the Corporation in the open
market, and (ii) $6,000 payable in cash in quarterly installments of $1,500
each. In addition to the annual fee, outside directors also receive $500 for
each board meeting attended. Such directors were also reimbursed for expenses
relating to their attendance at meetings during the fiscal year. The quarterly
fee portion for stock purchases for one director was redirected for cash payment
for the quarters ended June 1998, September 1998, December 1998 and March 1999.
Meetings of the Board
There were four regularly scheduled meetings of the Board of Directors
during fiscal year 1999. The Board has established Audit and Compensation
committees. Robert A. Miller and Jeffrey L. Rush served as co-Chairmen of the
Audit Committee during fiscal year 1999 and comprised its membership. Robert A.
Miller served as Chairman of the Compensation Committee during fiscal year 1999
and Jeffrey L. Rush was the other member. The Audit Committee met in November,
1999, which was after the fiscal year end of September 30, 1999. No incumbent
director attended fewer than 75% of the aggregate of (1) the total number of
meetings of the board of directors held during fiscal year 1999 and (2) the
total number of meetings held by all committees of the board on which he served
during fiscal year 1999.
Other Executive Officers
<TABLE>
<CAPTION>
<S> <C> <C> <C>
First Became
Name Age ( ) and Position Officer
- ------- -------------------- -------------
Jonathan C. Hinz (37) Chief Financial Officer
and Treasurer 1995
Tresa N. Veitia (34) Vice President and
Director of Marketing 1999
</TABLE>
<PAGE>
Jonathan C. Hinz joined the Company in October 1995 and currently serves as
Chief Financial Officer and Treasurer for the Company, IAAC, GAA, ITCI, IFP,
IAMC and OTCL. Prior to joining the Company, Mr. Hinz served as Chief Financial
Officer and Controller of Computer Science Innovations, Inc. from 1987 to 1995.
Mr. Hinz is a certified public accountant.
Tresa N. Veitia joined IAAC in September 1995 and currently serves as Vice
President and Director of Marketing for the Company, IAAC, GAA, ITCI, IFP and
OTCL. Prior to joining the Company, Ms. Veitia was an account supervisor at
Ogilvy & Mather in New York. Ms.Veitia received an MBA from Columbia University
in 1989.
ITEM 2 - APPROVAL OF APPOINTMENT OF AUDITORS
The Audit Committee of the Board has selected KPMG Peat Marwick LLP as
independent public accountants to audit the financial statements of the
Corporation and certain of its subsidiaries for the fiscal year 2000. The Board
has endorsed this appointment and it is being presented to the stockholders for
approval.
KPMG Peat Marwick LLP has audited the financial statements of the
Corporation since 1990. Services that have been provided by KPMG Peat Marwick
LLP include: (1) regular audits of the Corporation's consolidated financial
statements, assistance in SEC filings, and consultation on accounting and
financial reporting matters; (2) audits of the financial statements of certain
subsidiary companies to meet regulatory requirements; and (3) timely quarterly
reviews and income tax preparation and consulting.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting, will have an opportunity to make statements if they desire, and will be
available to respond to appropriate questions.
If the stockholders do not approve the appointment of KPMG Peat Marwick
LLP, the Audit Committee will select another firm of auditors for the ensuing
year.
YOUR DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE FOR THE APPOINTMENT OF KPMG
PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
ITEM 3 - TRANSACTION OF OTHER BUSINESS
The Board of Directors does not know of any other business which will
be presented for consideration at the Annual Meeting. If any other business does
properly come before the Annual Meeting or any adjournment thereof, the proxy
holders will vote in regard thereto according to the discretion of management
insofar as such proxies are not limited to the contrary.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table is a three-year summary of the compensation awarded or paid
to, earned by, the Corporation's Chief Executive Officer and its most highly
compensated executive officers whose total cash compensation exceeded $100,000
during the Corporation's last completed fiscal year.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long-Term Compensation
Name and Principal Annual Restricted Common Stock Long Term
Position Compensation (1) Stock Under Incentive All Other (2)
- -------- ---------------- Award ($) Options (#) Payout Compensation
Year Salary Bonus
---- ------ ----- ----------- ----------- -------- ------------
Diego J. Veitia, 1999 $143,504 $112,971 $ - 110,000 $ - $ 14,133
Director, Chairman 1998 $140,004 $ - $ - - $ - $ 4,075
of the Board and 1997 $136,590 $152,531 $ - - $ - $ 7,477
Chief Executive
Officer
Jerome F. Miceli, 1999 $143,504 $ 62,971 $ - 110,000 $ - $ 9,966
Director,Treasurer, 1998 $140,004 $ - $ - - $ - $ 1,409
President and Chief 1997 $136,590 $182,531 $ - - $ - $ 5,974
Operating Officer
Stephen A. Saker, 1999 $169,046 $ 10,000 $ - 22,000 $ - $ 3,599
Director, Vice 1998 $166,446 $ - $ - - $ - $ 890
President and 1997 $194,780 $ 12,000 $ - - $ - $ 5,441
Secretary
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) For fiscal years ended September 30, 1999, 1998 and 1997, the dollar value
of other annual compensation for each individual named in the above table did
not exceed the lesser of $50,000 or 10% of total salary and bonus.
(2) Option shares presented have been restated for the 10% stock dividend
declared by the Corporation on February 12, 1999 for shareholders of record
as of March 5, 1999.
(3) All other compensation is comprised of Corporation contributions to the
Corporation's 401(k) Profit Sharing Plan (formerly known as the Employee Stock
Ownership Plan), Retirement Savings Plan, automobile related benefits and
payments for personal income tax preparation fees. A total unallocated
contribution of approximately $70,000 was made to the 401(k) Profit Sharing
Plan and the Retirement Savings Plan for the fiscal year ended September 30,
1999, which will be allocated to all eligible employees of the Corporation as
of December 31, 1999. This discretionary employer contribution is subject to
allocation to the two plans based on calendar year end employee 401(k)
contributions and total calendar year end compensation.
Stock Options and Stock Appreciation Rights (SAR)
The International Assets Holding Corporation Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Corporation in January, 1993 and
approved by the stockholders in November, 1993. On February 15, 1996 the
shareholders approved an amendment to the Plan to increase the number of shares
available for issuance under the Plan from 250,000 to 500,000 shares effective
December 28, 1995. On February 16, 1999 the shareholders approved an amendment
to the Plan to increase the number of shares available for issuance under the
Plan from 500,000 to 700,000 shares. In addition, according to the terms of the
Plan, the 10% stock dividend declared by the Corporation on February 12, 1999,
and payable to shareholders of record as of March 5, 1999, resulted in a
corresponding 10% adjustment for all stock options issued prior to March 5,
1999. Previously issued option shares have been proportionately increased by 10%
and the corresponding option exercise price per share has also been reduced by
10%. The total options authorized under this plan was also proportionally
increased from 700,000 options to 770,000 options as a result of this stock
dividend.
The Plan permits the granting of awards to employees of the Corporation and its
subsidiaries in the form of stock options of the Corporation's common stock.
Stock options granted under the Plan may be "incentive stock options" meeting
the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified options which do not meet the requirements of
Section 422.
The Plan is administered by the Board of Directors or a committee thereof. The
Plan gives broad powers to the Board of Directors to administer and interpret
the Plan, including the authority to select the individuals to be granted
options and rights and to prescribe the particular form and conditions of each
option or right granted. All options are granted at an exercise price equal to
the fair market value or 110 percent of the fair market value of the
Corporation's common stock on the date of the grant. Awards may be granted
pursuant to the Plan through January, 2003. The Plan may be terminated earlier
by the Board of Directors at its sole discretion.
No Stock Appreciation Rights (SAR) have been granted by the Corporation.
Option/SAR Grants in Last Fiscal Year
The following table reports total options granted to executive officers during
the 1999 fiscal year. Individual grants are as follows.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Securities % of Total
Underlying Options/SAR's Exercise
Options/SAR's Granted to or Base
Granted Employees in Price Expiration
Executive Officer (#/Shares) Fiscal Year ($/Share) Date
--------------------------- ---------- ----------- --------- -------------
Diego J. Veitia (1) 110,000 42.55% 1.50 11/02/2008
Jerome F. Miceli (1) 110,000 42.55% 1.364 11/02/2008
Stephen A. Saker (2) 22,000 8.51% 1.364 11/02/2008
-----------------------------------------------------------------------------------------------------------
(1) 30% of the option becomes exercisable on 11/2/1999, 30% on 11/2/2000
and 40% on 11/2/2001.
(2) 20% of the option becomes exercisable on 11/2/1999, 20% on 11/2/2000,
20% on 11/2/2001, 20% on 11/2/2002 and 20% on 11/2/2003.
<PAGE>
Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table sets forth for each of the Named Executive Officers certain
information concerning options exercised during the fiscal year ended September
30, 1999 and the number of shares subject to both exercisable and unexercisable
stock options as of that date. The table also shows values for "in-the-money"
options. These values represent the positive spread between the respective
exercise prices of outstanding options and the fair market value of the
Corporation's common stock as of September 30, 1999.
<C> <C> <C> <C>
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Options At In-the-Money Options
On Value September 30, 1999 At September 30, 1999
Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
Executive Officer (#) ($) (1) (#) (2) ($)(3)
----------------- ----------- ------------ ------------------------- --------------------------
Diego J. Veitia - $ - 72,600 / 158,400 $306,880 / $754,587
Jerome F. Miceli 46,200 $522,476 44,000 / 140,800 $100,540 / $701,527
Stephen A. Saker 10,000 $ 52,778 46,100 / 37,400 $133,490 / $181,276
- -----------------------------------------------------------------------------
</TABLE>
(1) Based on the fair market value of the Corporation's common stock on the
exercise date (the closing price) minus the exercise price and multiplied by
the number of shares acquired.
(2) Includes both "in-the-money" and "out-of-the-money" options. "In
the-money" options are options with exercise prices below the market price
of the Corporation's common stock on September 30, 1999.
(3) Based on the closing price of the Corporation's common stock on
September 30, 1999 ($6.50) minus the exercise price.
Employment Agreements
Effective March 24, 1999 the Corporation entered into a two-year
employment agreement with each of Messrs. Veitia and Miceli. Pursuant to the
agreement with Mr. Veitia, he will devote a portion of his business time to the
Corporation as Chairman of the Board and Chief Executive Officer. The employment
agreement with Mr. Veitia may be extended by mutual agreement and provides for a
base annual salary of $143,504 (increasing on an annual basis by the change in
the consumer price index). Under the terms of the employment agreement, Mr.
Veitia will receive his base annual compensation paid by an affiliate subsidiary
of the Corporation, a bonus to Mr. Veitia, monthly automobile allowance of $600
and reimbursement for personal income tax preparation fees. Bonuses are
calculated by applying the consolidated return-on-equity percentage for that
year to the consolidated pre-tax earnings adjusted before the deduction for
officer bonus expense and as adjusted for certain financial transactions
approved by the Corporation's Board of Directors. The executive bonus percentage
is subject to a minimum of 5 percent and a maximum of 15 percent of adjusted
consolidated pre-tax earnings of the Corporation.
<PAGE>
In the event of termination of the agreement with Mr. Veitia by the
Company other than for cause, as defined, or if Mr. Veitia resigns as a result
of a breach by the Company, the agreement provides for payments in an amount
equal to 100 percent of his total compensation for 24 months following the date
of termination. In addition, within fifteen days following the termination of
this agreement by virtue of the death or disability of the executive; or by
action of the Corporation other than for cause; or at the time of the
resignation of the executive as a result of a breach by the Corporation of its
obligations under the agreement, then the executive may give notice that the
Corporation shall repurchase from the executive a specified number of shares of
stock of the Corporation then owned by the executive. Shares which are not yet
vested to the executive, and shares which are the subject of options which have
not been exercised by the executive, shall not be deemed to be shares "then
owned by the executive." Upon receipt of such notice the Corporation shall be
obligated to purchase on or about the first business day of each of the next
twenty months thereafter, a number of shares equal to five percent of the number
of shares identified in the notice given hereunder, to the extent such shares
are tendered for delivery to the Corporation, and to the extent that such
purchase may be made under applicable law. Each purchase shall be made at
current market price per share of the stock in effect at the time such purchase
is made. The agreement with Mr. Veitia also contains nondisclosure and
noncompetition provisions.
On November 12, 1999, Mr. Miceli resigned from the Corporation due to
medical reasons. Pursuant to the terms of his employment agreement, Mr. Miceli
received salary and bonus for the 1999 fiscal year. Upon termination, the
Corporation did not receive notice from Mr. Miceli invoking the stock repurchase
terms of the employment agreement.
Employee Investment/Retirement Plans
Effective May 1, 1999, the Corporation implemented a defined
contribution 401(k) Profit Sharing Plan ("401(k) Plan"). The 401(k) Plan amends
and restates the Corporation's employee stock ownership plan ("ESOP"), which was
effective December 30, 1992. This plan retains the 401(k) profit sharing
features of the ESOP, and effective May 1, 1999, deletes the employee stock
ownership plan provisions. Those participants who had account balances in the
ESOP portion of the plan, as of May 1, 1999 will retain certain ESOP rights,
such as the right to receive distributions in the form of employer common stock.
All Corporation employees who have completed one year of continuous service and
who have attained the age of twenty-one are eligible to participate in the
401(k) Plan. The 401(k) Plan allows employees to elect to contribute up to the
greater of fifteen percent of their gross income or the maximum amount of their
gross income allowable under current Internal Revenue Code Regulations, to the
plan. The amount contributed reduces the employee's taxable compensation. The
Corporation has the option to make a matching contribution at the sole
discretion of the Corporation. Employer contributions under the 401(k) Plan
gradually vest over seven years and employee contributions are fully vested at
all times. Plan distributions are paid upon death, disability, retirement or
termination of employment, subject to the provisions of the 401(k) Plan and
administrative plan policy. The Corporation made a contribution of $25,592 to
the 401(k) Plan for the 1999 fiscal year.
The Corporation's Retirement Savings Plan, which became effective
January 1, 1995, is a profit sharing plan. All employees who have completed one
year of continuous service and who have attained the age of twenty-one are
eligible for the Retirement Savings Plan. Contributions to the Retirement
Savings Plan may be made at the sole discretion of the Corporation. The
Corporation made a contribution of $44,408 to the Retirement Savings Plan for
the 1999 fiscal year.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the
beneficial ownership of the Corporation's Common Stock as of December 15, 1999,
by (i) each person known by the Corporation to own more than 5% of the Common
Stock, (ii) each director of the Corporation, (iii) each of the most highly
compensated executive officers whose total cash compensation exceeded $100,000
during the Corporation's last completed fiscal year and (iv) all executive
officers and directors of the Corporation as a group. All shares are directly
owned by the individual unless otherwise indicated.
Name and Address of Number of Percent of
Beneficial Owner Shares(1)(2) Class
The Diego J. Veitia Family Trust (3) 431,397 24.16%
Diego J. Veitia (3)(4)(5) 561,197 29.30%
The IAAC 401(k) Profit Sharing Plan (3) 250,172 14.01%
Jerome F. Miceli (3)(6)(7) 145,490 7.95%
Stephen A. Saker (3)(8) 63,200 3.45%
Robert A. Miller (3)(9) 15,430 .86%
Jeffrey L. Rush (3) 24,905 1.39%
All directors and executive
officers as a group (10) 805,703 40.05%
(5 persons)
- -----------------------------------------------------------------------------
(1) Except as otherwise stated, all stockholders have sole voting and
investment power with respect to the shares of Common Stock set forth
opposite their respective names.
(2) Includes shares that can be acquired within 60 days from the date
hereof upon the exercise of warrants or options or conversion of
convertible securities. Shares subject to issuance upon the exercise of
options or warrants or other rights to acquire shares are deemed
outstanding for purposes of computing the percentage owned by each
person but are not deemed to be outstanding for the purpose of
computing the outstanding percentage of any other persons.
(3) 250 Park Avenue South, Suite 200, Winter Park, Florida 32789.
(4) Includes 431,397 shares held by The Diego J. Veitia Family Trust (the
"Trust"). Mr. Veitia is Chairman of the Board of the Corporation and
the settlor, sole trustee and primary beneficiary of the Trust and,
as such, may be deemed the beneficial owner of the shares held by the
Trust under rules and regulations promulgated by the SEC.
(5) Includes 129,800 shares subject to two partially exercisable options
from the Corporation.
(6) Includes 4,519 shares subject to a presently exercisable option
from the Trust. (7) Includes 44,000 shares subject to one fully
exercisable option from the Corporation.
(8) Includes 33,000 shares subject to one fully exercisable option from the
Corporation and 15,200 shares subject to a partially exercisable
options from the Corporation.
(9) Includes 4,400 shares subject to two partially exercisable options from
the Corporation.
(10) Includes 77,000 shares subject to fully exercisable options and
149,400 shares subject to partially exercisable options in the favor
of Messrs. Veitia, Miceli, Saker and Miller, from the Corporation.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Pursuant to Section 16(a) of the Exchange Act and the rules issued
thereunder, the Corporation's executive officers, directors and owners of in
excess of 10% of the issued and outstanding common stock are required to file
with the SEC reports of ownership and changes in ownership of the common stock
of the Corporation. Copies of such reports are required to furnished to the
Corporation. Based solely on the review of such reports furnished to the
Corporation, the Corporation believes that during fiscal year 1999, all of its
executive officers and directors complied with the Section 16(a) requirements.
Certain Relationships and Related Transactions
During the year ended September 30, 1999, the Board of Directors of the
Corporation approved the reimbursement of approximately $3,000 of expenses
incurred in connection with responding to issues raised during a Securities and
Exchange Commission ("SEC") inspection of an affiliated company.
The Corporation believes that all prior transactions between the
Corporation and its officers, directors or other affiliates of the Corporation
were on terms no less favorable than could have been obtained from unaffiliated
third parties on an arm's-length basis. However, as the requisite conditions of
competitive, free-market dealings may not exist, the foregoing transactions
cannot be presumed to have been carried out on an arm's-length basis, nor upon
terms no less favorable than had unaffiliated parties been involved.
OTHER MATTERS
Stockholder Proposals
Any stockholder desiring to present a proposal for consideration at
the 2001 Annual Meeting of Stockholders, should submit such proposal in writing
so that it is received by the Corporation at 250 Park Avenue South, Suite 200,
Winter Park, Florida 32789, by not later than September 16, 2000.
Availability Of 10-KSB
The Corporation will provide to shareholders, without charge, a copy
of the Corporation's Annual Report on Form 10-KSB upon written request. Such
requests should be submitted to Jonathan C. Hinz, Chief Financial Officer,
International Assets Holding Corporation, 250 Park Avenue South, Suite 200,
Winter Park, Florida 32789. Exhibits to Form 10-KSB will also be provided upon
specific request.
Diego J. Veitia
Chairman
January 14, 2000
