-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BiWLDmTMUmXtDX/6NVrpGCdX91lOTk5mJcbLZTzBCsj21J6qFUearY5H2rhugOs2 ExsUPspeNJt+UpoP3OeasA== 0001181431-08-056256.txt : 20081006 0001181431-08-056256.hdr.sgml : 20081006 20081006163958 ACCESSION NUMBER: 0001181431-08-056256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081001 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ASSETS HOLDING CORP CENTRAL INDEX KEY: 0000913760 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 592921318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23554 FILM NUMBER: 081109977 BUSINESS ADDRESS: STREET 1: 220 CENTRAL PARKWAY STREET 2: SUITE 2060 CITY: ALTAMONTE SPRINGS STATE: FL ZIP: 32701 BUSINESS PHONE: 407-741-5334 MAIL ADDRESS: STREET 1: 220 CENTRAL PARKWAY STREET 2: SUITE 2060 CITY: ALTAMONTE SPRINGS STATE: FL ZIP: 32701 8-K 1 rrd220377.htm FORM 8-K CURRENT REPORT Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
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):  10/01/2008
 
International Assets Holding Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-23554
 
Delaware
  
59-2921318
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
220 E. Central Parkway, Suite 2060, Altamonte Springs, FL 32701
(Address of principal executive offices, including zip code)
 
407-741-5300
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 3.02.    Unregistered Sales of Equity Securities
 
 
 
Item 7.01.    Regulation FD Disclosure
 
The following information is furnished under Item 3.02, "Unregistered Sales of Equity Securities" and Item 7.01 "Regulation FD Disclosure". This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On October 1, 2008, the Company received a conversion notice totaling $59,987.47 in principal for the Company's 7.625% senior subordinated convertible notes due September 2011. The notes, including interest of $12.53, were converted into 2,356 shares of the Company's common stock at the conversion price of $25.47.

On October 3, 2008 the Company received a conversion notice totaling $50,968.06 in principal for the Company's 7.625% senior subordinated convertible notes due September 2011. The notes, including interest of $31.94, were converted into 2,003 shares of the Company's common stock at the conversion price of $25.47.

The Notes are convertible at any time at the option of the holders. They are due in September 2011 and bear interest at the rate of 7.625% per annum, payable quarterly in arrears. The conversion price, currently $25.47, is subject to dilution provisions set forth in the agreements for the Notes. The Company may, at its option, redeem the Notes for cash on March 11, 2010 at 110% of the conversion amount. If at any time the dollar-volume weighted average price of the common stock of the Company exceeds, for any twenty out of thirty consecutive trading days, 150% of the conversion price of the notes (i.e. $38.21 at the current conversion price), the Company will have the right to require the holders of the Notes to convert all or any portion of the Notes into shares of common stock.

The remaining principal balance of the Notes outstanding is $16,732,225. The maxim um number of shares remaining to be issued at the current conversion price of $25.47 is 656,937. Pursuant to a registration rights agreement entered into in connection with the issuance of the Notes, the Company agreed to register for resale 130% of the shares issuable upon conversion of the Notes, or initially, 1,376,475 shares. Of those shares registered 409,676 have been issued.

 

 

Signature(s)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
      
 
International Assets Holding Corporation
 
 
Date: October 06, 2008
     
By:
 
/s/    Sean M. O'Connor
               
Sean M. O'Connor
               
CEO
 
 
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