INTERNATIONAL ASSETS HOLDING CORPORATION
250 Park Avenue South, Suite 200
Winter Park, Florida 32789
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
April 3, 2000
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TO THE STOCKHOLDERS OF
INTERNATIONAL ASSETS HOLDING CORPORATION
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of
International Assets Holding Corporation will be held on Monday, April 3, 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 approve and adopt an amendment to the International Assets
Holding Corporation Certificate of Incorporation to increase
the total number of authorized shares of the Corporation's
common stock, par value $.01 per share, from 3,000,000 to
8,000,000 and to increase the total number of authorized
shares of the Corporation's preferred stock, par value $.01
per share, from 1,000,0000 to 3,000,000.
2. The transaction of such other business as may properly be
brought before the meeting.
Stockholders of record at the close of business on March 1, 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
March 6, 2000
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INTERNATIONAL ASSETS HOLDING CORPORATION
250 Park Avenue South
Suite 200
Winter Park, Florida 32789
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PROXY STATEMENT
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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 a Special Meeting of Stockholders
(the "Special Meeting") to be held in the offices of the Corporation on Monday,
April 3, 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 Special
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 Special Meeting and vote your shares in person.
The Board of Directors intends to bring before the Special Meeting the
matters set forth in Proposal One in the foregoing notice. The persons named in
the enclosed proxy and acting thereunder will vote with respect to Proposal One
in accordance with the directions of the stockholder as specified on the proxy
card. If no choice is specified, the shares will be voted FOR Proposal One, to
amend the International Assets Certificate of Incorporation to increase the
total number of authorized shares of common stock from 3,000,000 to 8,000,000
and to increase the total number of authorized shares of preferred stock from
1,000,000 to 3,000,000. If any other matters are properly presented to the
Special 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 March 6, 2000.
The affirmative vote of a majority of the votes cast at the Special
Meeting is required for approval and adoption of the amendment to the
International Assets Holding Corporation Certificate of Incorporation to
increase the total number of authorized shares of common stock from 3,000,000 to
8,000,000 shares and to increase the total number of authorized shares of
preferred stock from 1,000,000 to 3,000,000 shares. 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 Special 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.
Voting Securities and Principal Holders Thereof
Holders of common stock of the Corporation of record at the close of
business March 1, 2000, will be entitled to vote at the Special Meeting or any
adjournment thereof. As of January 31, 2000, the
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Corporation had outstanding 1,981,978 shares of common stock. The stockholders
are entitled to one vote per share of common stock on all business to come
before the Special Meeting. The Corporation knows of two entities which own,
control, or share dispositive powers over shares in excess of 5%. As of January
31, 2000, Diego J. Veitia as sole beneficiary of the Diego J. Veitia Family
Trust owns 24.68% of the outstanding common stock and the IAAC 401(k) Profit
Sharing Plan owns 11.10% of the outstanding common stock. As of January 31,
2000, the officers and directors of the Corporation as a group beneficially own
in the aggregate 31.14% of the outstanding common stock of the Corporation.
PROPOSAL ONE - TO AMEND THE INTERNATIONAL ASSETS
HOLDING CORPORATION CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
AND PREFERRED STOCK
General
On November 11, 1999, the Corporation's Board of Directors approved an
amendment to the International Assets Holding Corporation Certificate of
Incorporation, and approved its submission to the stockholders for their
approval at the Special Meeting. The proposed amendment to the Certificate of
Incorporation increases the number of authorized shares of common stock from
3,000,000 to 8,000,000 shares and increases the number of authorized shares of
preferred stock from 1,000,000 to 3,000,000 shares. The full text of the
proposed amendment to the Certificate of Incorporation is set forth herein.
Purposes and Effects of Proposed Increase in the Number of Authorized Shares of
Common Stock and Preferred Stock
The proposed amendment to the Corporation's Certificate of
Incorporation would increase the number of shares of common stock which the
Corporation is authorized to issue from 3,000,000 to 8,000,000. The additional
5,000,000 shares would be a part of the existing class of common stock and, if
and when issued, would have the same rights and privileges as the shares of
common stock presently issued and outstanding. At January 31, 2000, 1,981,978
shares of common stock were outstanding and of the remaining 1,018,022
authorized but unissued shares of common stock, the Corporation has reserved
approximately 406,800 shares pursuant to the Corporation's outstanding options.
The proposed amendment to the Corporation's Certificate of
Incorporation would also increase the number of shares of preferred stock which
the Corporation is authorized to issue from 1,000,000 to 3,000,000. At January
31, 2000, no shares of preferred stock were outstanding. The Board of Directors,
with the limitations and restrictions contained in the Certificate of
Incorporation and without further action by the Corporation's stockholders, has
the authority to issue the preferred stock from time to time in one or more
series and to fix the number of shares and the relative dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and any other preferences, special rights and qualifications of any such series.
The Board of Directors believes it is desirable to increase the number
of shares of common stock and preferred stock the Corporation is authorized to
issue for the reasons set forth below and to provide the Corporation with
adequate flexibility in the future. If this proposal is adopted by the
stockholders, the increased number of authorized shares of common stock and
preferred stock will be available for issuance from time to time for such
purposes and consideration as the Board of Directors may approve without further
shareholder approvals except as such approval is required by applicable law or
regulation. Such purposes may include additional public or private issuances of
common stock or public or private issuances of preferred stock or other
securities convertible into common stock or preferred stock in connection with
financing transactions, establishing strategic relationships with other
companies, acquisitions or other
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corporate transactions, as well as stock dividends, warrants, stock options and
other stock-based incentive or compensation programs.
Except as hereafter described, the Corporation has no immediate
agreements, commitments or understandings with respect to the issuance of any of
the additional shares of common stock or preferred stock that would be
authorized by the proposed amendment, although opportunities for additional
issuance could arise at any time. The availability of additional shares of
common stock and preferred stock for issuance without the delay and expense of
obtaining shareholder approval, will afford the Corporation greater flexibility
in acting upon opportunities and transactions, if any, which may arise in the
future.
The Corporation is currently seeking additional financing to support
the required technology and staffing enhancements that would be required if the
Corporation's marketing efforts are successful in generating significant growth
for INTLTRADER.COM, INC. ("ITCI"). ITCI was formed by the Corporation in May
1998 to provide on-line brokerage transactions of foreign and domestic
securities using the internet. ITCI commenced its on-line internet-based on
securities trading for foreign and domestic securities on January 26, 2000.
In conjunction with the Corporation's plans for ITCI, the Corporation
has engaged PaineWebber as its exclusive financial advisor to arrange and
negotiate a private placement of securities issued by the Corporation or to find
a strategic partner. PaineWebber has been engaged to use its best efforts in
connection with a private placement and does not have any obligation to purchase
any securities issued by the Corporation or to provide financing of any kind to
the Corporation. While no specific terms of any such private placement have been
finalized, management currently anticipates that such private placement would
likely include the sale of additional common and/or preferred stock.
Under Delaware law, the proposed amendment cannot occur unless the
stockholders approve the proposed amendment to Article 4 of the Corporation's
Certificate of Incorporation. Adoption of the proposed amendment and any
issuance of additional shares of common stock would not affect the rights of the
holders of currently outstanding common stock, except for effects incidental to
increasing the number of shares of common stock outstanding, such as dilution of
the ownership, earnings per share and voting rights of current holders of common
stock. Issuance of shares of preferred stock could affect the rights of the
holders of common stock if the preferred stock, when and if issued, has rights
and preferences senior to the common stock. The holders of common stock do not
presently have preemptive rights to subscribe for the additional shares of
common stock or preferred stock proposed to be authorized. The proposed
amendment would not change the par value of the common stock or the preferred
stock.
Proposed Amendment to Certificate of Incorporation
If approved, Article 4 of the Corporation's Certificate of
Incorporation would be amended to read as follows:
4. Capital Stock.
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(a) Number and Class of Shares Authorized; Par Value.
- ---------------------------------------------------------
This Corporation is authorized to issue the following
shares of Capital Stock:
(i) Common Stock. The aggregate number of shares of common stock
which the Corporation shall have authority to issue is
8,000,000 with a par value of $0.01 per share.
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(ii) Preferred Stock. The aggregate number of shares of preferred stock
which the Corporation shall have authority to issue is
3,000,000 with a par value of $0.01 per share.
(b) Description of Preferred Stock.
- ---------------------------------------
The terms, preferences, limitations and relative
rights of the preferred stock are as follows:
(i) The Board of Directors is expressly authorized at any time
and from time to time to provide for the issuance of shares of preferred stock
in one or more series, with such voting powers, full or limited, but not to
exceed one vote per share, or without voting powers, and with such designations,
preferences and relative participating, optional or other special rights,
qualifications, limitations or restrictions, as shall be fixed and determined in
the resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors, and as are not stated and expressed in this Certificate of
Incorporation or any amendment hereto, including (but without limiting the
generality of the foregoing) the following:
(A) The distinctive designation of such series and the
number of shares which shall constitute such series,
which number may be increased (except where otherwise
provided by the Board of Directors in creating such
series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by
resolution of the Board of Directors;
(B) The rate of dividends payable on shares of such
series, the times of payment, whether dividends shall
be cumulative, the conditions upon which and the date
from which such dividends shall be cumulative;
(C) Whether shares of such series can be redeemed, the
time or times when, and the price or prices at which
shares of such series shall be redeemable, the
redemption price, terms and conditions of redemption,
and the sinking fund provisions, if any, for the
purchase or redemption of such shares;
(D) The amount payable on shares of such series and the
rights of holders of such shares in the event of any
voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation;
(E) The rights, if any, of the holders of shares of such
series to convert such shares into, or exchange such
shares for shares of common stock or shares of any
other class or series of preferred stock and the
terms and conditions of such conversion or exchange;
and
(F) The rights, if any, of the holders of shares of such
series to vote.
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(ii) Except in respect of the relative rights
and preferences that may be provided by the Board of Directors as hereinbefore
provided, all shares of preferred stock shall be of equal rank and shall be
identical, and each hare of a series shall be identical in all respect with the
other shares of the same series.
Effective Date of Proposed Amendment
The proposed amendment to Article 4 of the Certificate of Incorporation
of the Corporation, if adopted by the required vote of the stockholders, will
become effective on the date on which the Articles of Amendment to the
Corporation's Certificate of Incorporation is filed with the Secretary of State
of the State of Delaware.
Certain Anti-Takeover Effects of Proposal One
At the present time, the Corporation is not aware of any pending or
threatened efforts by any third party to obtain control of the Company, and
Proposal One is not being made in response to any such efforts. However the
availability for issuance of additional shares of common stock and preferred
stock could enable the Board of Directors to make more difficult or discourage
an attempt to obtain control of the Corporation. For example, the issuance of
shares of common stock and preferred stock in a public or private sale, merger
or similar transaction would increase the number of outstanding shares, thereby
diluting the interest of a party attempting to obtain control of the Corporation
and deterring or rendering more difficult a merger, tender offer, proxy contest
or an extraordinary corporate transaction opposed by the Corporation.
As set forth above, such devices may adversely impact stockholders who
desire a change in management and/or the Board of Directors or to participate in
a tender offer or other sale transaction involving a change in control of the
Corporation. While it may be deemed to have potential anti-takeover effects, the
proposed amendment to increase the authorized common stock and preferred stock
is not prompted by any specific effort or takeover threat currently perceived by
the Corporation's Board of Directors.
Vote Required and Board Recommendation
The affirmative vote of holders of a majority of the shares of common
stock entitled to vote at the Special Meeting is required to approve the
proposed amendment. If the amendment is not approved by the stockholders, the
Corporation's Certificate of Incorporation, which authorizes the issuance of
3,000,000 shares of common stock, and the issuance of 1,000,000 shares of
preferred stock will continue in effect.
YOUR DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE FOR PROPOSAL ONE TO
AMEND THE INTERNATIONAL ASSETS HOLDING CORPORATION CERTIFICATES OF
INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK AND
PREFERRED STOCK.
TRANSACTION OF OTHER BUSINESS
The Board of Directors does not know of any other business which will
be presented for consideration at the Special Meeting. If any other business
does properly come before the Special 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.
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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 January 31, 2000,
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) 489,097 24.68%
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Diego J. Veitia (3)(4) 489,097 24.68%
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The IAAC 401(k) Profit
Sharing Plan (3) 220,047 11.10%
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Jerome F. Miceli (3) 54,971 2.77%
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Stephen A. Saker (3)(5) 54,200 2.68%
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Robert A. Miller (3)(6) 11,863 .60%
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Jeffrey L. Rush (3) 20,395 1.03%
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All directors and executive
officers as a group(7) 630,526 31.14%
(5 persons)
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(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 489,097 shares held by The Diego J. Veitia Family Trust
(the "Trust"). Mr. Veitia is Chairman of the Board of Directors 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 33,000 shares subject to one fully exercisable option
from the Corporation and 5,200 shares subject to a partially
exercisable option from the Corporation.
(6) Includes 4,400 shares subject to two partially exercisable options
from the Corporation.
(7) Includes 33,000 shares subject to fully exercisable options and
9,600 shares subject to partially exercisable options in the favor
of Messrs. Saker and Miller, from the Corporation.
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
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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.
During November 1999, the Board of Directors of the Corporation
approved a consulting agreement with Jerome F. Miceli, the former President of
the Corporation, who continues to serve on the Board of Directors of the
Corporation for a six month duration from December 15, 1999 through June 15,
2000, for a fee of $6,000 per month.
On January 4, 2000, the Corporation made a loan to Diego J. Veitia, the
Chief Executive Officer of the Corporation, including the execution and receipt
of a $250,000 promissory note due January 3, 2001. The promissory note includes
interest of 6% per annum. The loan to officer was previously approved by the
Corporation's Board of Directors. On January 4, 2000, Mr. Veitia executed two
partially vested incentive stock options totaling 129,800 option shares. Also,
on January 4, 2000, the Corporation received proceeds totaling $269,526 for the
exercise of these two options.
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.
Incorporation by Reference
The Corporation incorporates by reference information set forth in the
Annual Report on Form 10-KSB of the Corporation for the fiscal year ended
September 30, 1999 and the Quarterly Report on Form 10-QSB of the Corporation
for the period ended December 31, 1999. The Corporation will provide, without
charge, to each stockholder, upon such stockholder's written or oral request,
the aforementioned documents by first class mail or other equally prompt means
within one business day of receipt of such request. Requests for such documents
should be directed to:
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International Assets Holding Corporation
250 Park Avenue South
Winter Park, Florida 32789
Telephone: (407) 629-1400
Attention: Jonathan C. Hinz, Chief Financial Officer
By order of the Board of Directors
Diego J. Veitia
Chairman
March 6, 2000
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Proxy
International Assets Holding Corporation
250 Park Avenue South
Suite 200
Winter Park, Florida 32789
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS DIEGO J. VEITIA AND STEPHEN A. SAKER, AS
PROXIES, EACH WITH THE POWER TO APPOINT HIS SUBSTITUTE; AND HEREBY AUTHORIZES
THEM, OR ANY OF THEM, TO REPRESENT AND VOTE ALL THE SHARES OF COMMON STOCK OF
INTERNATIONAL ASSETS HOLDING CORPORATION HELD OF RECORD BY THE UNDERSIGNED ON
MARCH 1, 2000, AT THE SPECIAL MEETING OF STOCKHOLDERS ON APRIL 3, 2000, OR ANY
ADJOURNMENT THEREOF:
1. To approve and adopt an amendment to the International Assets Holding
Corporation Certificate of Incorporation to increase the total number of
authorized shares of the Corporation's common stock from 3,000,000 to
8,000,000 and to increase the total number of authorized shares of the
Corporation's preferred stock from 1,000,000 to 3,000,000.
_____________FOR _____________AGAINST _____________ABSTAIN
2. In their discretion, upon the transaction of any other matters which
may properly come before the meeting or any adjournment thereof.
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The shares represented by this proxy, when properly executed, will be voted as
specified in the foregoing Proposal One by the undersigned stockholder(s). If no
direction is made, this proxy will be voted FOR Proposal One, to amend the
International Assets Holding Corporation Certificate of Incorporation to
increase the total number of authorized shares of common stock from 3,000,000 to
8,000,000 and to increase the total number of authorized shares of preferred
stock from 1,000,000 to 3,000,000; and in the discretion of management as to any
other matter which may come before the meeting.
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Signature(s) of Stockholder(s)
Dated _______________________, 2000
Please sign exactly as the name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign the corporate name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized person.
