-----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, EGDsna35zPN4OdRZdMN9A88j9vqNJlVdw/SQv8FVoCmuJqw6Cc/dwFc5tgZ9L25J iWSihhZhRK1y95ivqERfBA== 0001193125-07-007788.txt : 20070118 0001193125-07-007788.hdr.sgml : 20070118 20070117174935 ACCESSION NUMBER: 0001193125-07-007788 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070118 DATE AS OF CHANGE: 20070117 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-137992 FILM NUMBER: 07536005 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 424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT NO. 1 Prospectus Supplement No. 1

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-137992

PROSPECTUS SUPPLEMENT NO. 1

(TO PROSPECTUS DATED OCTOBER 30, 2006)

 

INTERNATIONAL ASSETS HOLDING CORPORATION

COMMON STOCK

This Prospectus Supplement No. 1 supplements and amends the Prospectus dated October 30, 2006 (as amended, the “Prospectus”), relating to the resale of our common stock from time to time by the selling stockholders named in the Prospectus. These shares include common stock issuable upon conversion of $27.0 million in senior subordinated convertible notes which were issued in September 2006. The notes are initially convertible into 1,058,826 shares of common stock, based on a conversion price of $25.50, which is subject to adjustment as the result of certain issuances of our common stock, or securities convertible into or exercisable for shares of common stock, below $25.50 per share. Pursuant to a registration rights agreement entered into in connection with the issuance of the notes, we agreed to register for resale 130% of the shares issuable upon conversion of the notes, or initially 1,376,475 shares. The Prospectus will also be used by a selling stockholder named in the Prospectus to resell 45,612 shares currently held by such stockholder.

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.

The information appearing in the table below, as of the date hereof, supplements and amends the information in the table appearing under the heading “Selling Stockholders” in the Prospectus, and, where the name of a selling stockholder identified in the table below also appears in the table in the Prospectus, the information set forth in the table below regarding that selling stockholder supersedes the information in the Prospectus:

 

Name of Selling Stockholder

   
Number of Shares
Owned Prior to
Offering		    Maximum Number
of Shares to be
Sold Pursuant to
this Prospectus		   
Number of
Shares Owned
After Offering

Portside Growth and Opportunity Fund

    392,157    509,805    0

LB I Group Inc.

    196,079    254,903    0

INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. PLEASE CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 3 OF THE PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is January 17, 2007.

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