As filed with the Securities and Exchange Commission on November 14, 1995
REGISTRATION NO. 33-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------------
WORLD FUEL SERVICES CORPORATION
(exact name of registrant as specified in its charter)
FLORIDA 59-2459427
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-----------------------------
700 SOUTH ROYAL POINCIANA BOULEVARD
SUITE 800
MIAMI SPRINGS, FLORIDA 33166
(305) 884-2001
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
WORLD FUEL SERVICES CORPORATION EMPLOYEE AND DIRECTOR STOCK OPTIONS
(Full title of the plan)
RALPH R. WEISER, CHAIRMAN
700 SOUTH ROYAL POINCIANA BOULEVARD
SUITE 800
MIAMI SPRINGS, FLORIDA 33166
(305) 884-2001
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------------------
WITH A COPY TO:
LUIS A. DE ARMAS, ESQ.
SHUTTS & BOWEN
1500 MIAMI CENTER
201 S. BISCAYNE BLVD.
MIAMI, FLORIDA 33131
(305) 358-6300
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFERING PRICE REGISTRATION FEE
(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 116,250 $14.125 $1,642,031 $567
per share
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low prices reported on the consolidated
reporting system for the New York Stock Exchange on November 8, 1995, of
$14.125.
(2) Determined pursuant to Rule 457.
</FN>
</TABLE>
<PAGE>
116,250 Shares
WORLD FUEL SERVICES CORPORATION
Common Stock
--------------------
This Prospectus relates to 116,250 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of World Fuel Services
Corporation, a Florida corporation (the "Company"), which may be offered from
time to time by certain employees, officers, and directors of the Company (the
"Selling Shareholders"), who are listed in the prospectus under the heading
"Selling Shareholders". See "Selling Shareholders." None of the Shares covered
by this Prospectus are being offered by the Company.
The Selling Shareholders may offer or sell Shares from time to time, in
amounts, at prices and on terms and conditions to be determined at the time of
sale. The shares may be offered from time to time in one or more transactions
(including block transactions) on the New York Stock Exchange, through
negotiated transactions, or in a combination of methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, or at negotiated prices. See "Plan of Distribution."
The Company is paying all of the expenses of this offering other than
brokerage commissions and associated sales expenses of the Selling Shareholders,
but will not receive any of the proceeds from the sale of the Shares.
The Common Stock of the Company is traded on the New York Stock
Exchange under the symbol INT. On November 8, 1995, the last reported sale price
for the Company's Common Stock on the New York Stock Exchange was $14.00.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is November 14, 1995.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH ALL THE PERSONS MAKING SUCH
OFFER OR SOLICITATION ARE NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549, and at
its regional offices at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621 and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials can be obtained in person from
the Public Reference Section of the Commission at its principal office located
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such reports and information concerning the Company may be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The Company has filed with the Commission a Registration Statement on
Form S-8 (referred to herein, together with all amendments and exhibits thereto,
as the "Registration Statement") under the Act. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. For further information regarding the Company and the
Common Stock offered hereby, reference is hereby made to the Registration
Statement.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
Commission File Number 1-9533 are incorporated herein by this reference.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1995.
(3) The Company's definitive 1995 Proxy Statement distributed in connection
with its Annual Meeting of Shareholders held on August 21, 1995.
(4) The Company's Quarterly Report on Form 10-Q for the three and six month
periods ended September 30, 1995.
(5) The description of the Company's Common Stock, $.01 par value,
contained in the Company's Form 8-A filed on July 27, 1990, under
Section 12(b) of the Securities Exchange Act of 1934.
Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to termination of the offering of securities offered
hereby shall be deemed to be incorporated by reference into this Prospectus on
the date of filing of such document.
Any statement contained herein or in any document incorporated herein
by reference shall be considered modified or superseded to the extent that a
statement in a subsequently dated document can fairly be read as being intended
to modify or supersede an earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.
The Company will provide, without charge to each person to whom a copy
of the Prospectus is delivered, upon written or oral request, a copy of any or
all of the documents which are incorporated herein by reference, other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into the text of such documents. Requests should be directed to:
Ms. Ileana Garcia, Secretary, World Fuel Services Corporation, 700 South Royal
Poinciana Boulevard, Suite 800, Miami Springs, Florida 33166, or by telephone
(305) 884-2001.
THE COMPANY
The Company is engaged in three principal businesses -- the marketing
of aviation and marine fuel and the recycling of used oil.
3
<PAGE>
In its aviation fueling business, the Company extends credit and
provides single-supplier convenience, 24 hour service, and competitively-priced
aviation fuel to cargo and passenger airlines, and to charter, corporate, and
private aircraft. The Company can provide fuel to its customers at more than
1,100 airports located throughout the world.
In its marine fuel business, the company brokers and trades in marine
fuel and lubricants, and provides credit, marine fueling and related services to
its customers. These products and services are sold and provided to a
diversified group of commercial ship owners and marine fuel users, including the
U.S. Government. The Company can provide marine fuel and lubricants to its
customers at ports throughout the world.
In its used oil recycling business, the Company collects used oil
throughout the Southeast and Mid-Atlantic United States from outlets which
include service stations, quick lube shops, auto dealers, and industrial,
governmental, marine and utility generators. The Company recycles non-hazardous
used oil into various fuel products and sells the recycled oil to industrial
and commercial customers.
The Company was incorporated in Florida in July 1984. Its executive
offices are located at 700 South Royal Poinciana Boulevard, Suite 800, Miami
Springs, Florida 33166 and its telephone number at this address is (305)
884-2001. The Company presently conducts its aviation fueling business through
three subsidiaries and a joint venture with offices in Miami, Florida; Houston,
Texas; Phoenix, Arizona; and Crawley, Sussex County, England; and its marine
fuel business through three subsidiaries with offices in New York, California,
Virginia, England, Singapore, Korea, and Greece. The Company conducts its oil
recycling business through four subsidiaries with offices in Florida, Louisiana,
Maryland, and Delaware.
In December 1986, the Company entered the aviation fueling business
with the acquisition of Advance Petroleum, Inc. In October 1989, the Company
expanded its aviation fueling capabilities by acquiring Jco Energy Partners,
Ltd. and shortly thereafter renamed these operations World Fuel Services, Inc.
In April 1993, the Company completed and commenced operation of a used oil and
water recycling plant in Wilmington, Delaware.
In January 1995, the Company entered the marine fuel business by
acquiring substantially all of the assets of Trans-Tec Services, Inc.
("Trans-Tec"), a New York corporation, and certain assets and securities of
affiliates of Trans-Tec. The Trans-Tec assets are used in the Company's marine
and aviation fuel businesses.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares by the
Selling Shareholders.
4
<PAGE>
SELLING SHAREHOLDERS
All of the Shares are being sold by the Selling Shareholders and the
Selling Shareholders will receive all of the proceeds from the sale of the
Shares. Each of the Selling Shareholders received his shares pursuant to a stock
option granted to him by the Company.
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by the Selling Shareholders as of
November 8, 1995, and as adjusted to reflect the sale of all the Common Stock
offered by the Selling Shareholders hereunder. No Selling Shareholder
beneficially owns 5% or more of the outstanding Common Stock of the Company.
Each Selling Shareholder has sole voting and investment power with respect to
the Shares owned by him.
5
<PAGE>
<TABLE>
<CAPTION>
NUMBER
BENEFICIAL OF SHARES
NAME OF SELLING OWNERSHIP PRIOR BEING
SHAREHOLDER TO OFFERING OFFERED
- --------------- --------------- ---------
<S> <C> <C>
Garry Allen (1) 22,800 7,500
President of International Petroleum Corp.
Richard Lane (1) 11,250 7,500
President of International Petroleum Corp. of LA
Frank J. Shibetti (1) 11,250 7,500
Executive Vice President of
International Petroleum Corp.
Robert S. Tocci (2) 56,250 13,125
Executive Vice President
Phillip Bradley (3) 37,500 37,500
Director &
Chairman of World Fuel Services of FL
Carlos Abaunza (4) 24,750 6,000
Chief Financial Officer &
Treasurer
John Benbow (5) 7,650 3,750
Director
Richard Danielson (6) 11,250 5,625
Salesman for World Fuel Services, Inc.
Don Van Sickle (7) 9,650 3,750
President of
International Petroleum Corp. of Delaware &
International Petroleum Corp of Maryland
Michael Clementi (7) 7,500 3,750
Managing Director of World Fuel Services, Ltd. &
Senior Vice President of World Fuel Services, Inc.
Mark Grieco (7) 7,500 3,750
Executive Vice President of
World Fuel Services, Inc.
Raymond Rossman (7) 7,500 3,750
President of World Fuel Services, Inc.
Riad Alkhatib (7) 11,250 3,750
Former President of Resource Recovery of America
Dwight Daigle (8) 5,250 2,625
Vice President of
International Petroleum Corp. of LA
Edward Hayman (8) 5,250 2,625
Vice President of World Fuel Services, Inc.
Wifredo Figueras (9) 3,750 1,875
Controller
Celestin A. Durand, III (10) 3,750 1,875
Director
<FN>
- -----------------------------
6
<PAGE>
(1) Received an option to purchase 3,750 shares of Common Stock pursuant to an
agreement with the Company dated August 28, 1986, which option has an exercise
price of $2.00 per share, and received an option to purchase 7,500 shares of
Common Stock pursuant to an agreement with the Company dated January 15, 1993,
which option has an exercise price of $9.333 per share.
(2) Robert Tocci received an option to purchase 7,500 shares of Common Stock
pursuant to an agreement with the Company dated April 18, 1988, which option has
an exercise price of $5.167 per share, and received an option to purchase 11,250
shares of Common Stock pursuant to an agreement with the Company dated January
15, 1993, which option has an exercise price of $9.333 per share.
(3) Phillip Bradley received an option to purchase 37,500 shares of Common
Stock pursuant to an agreement with the Company dated May 24, 1989, which option
has an exercise price of $6.667 per share.
(4) Carlos Abaunza received an option to purchase 2,250 shares of Common Stock
pursuant to an agreement with the Company dated June 28, 1989, which option has
an exercise price of $8.083 per share, and received an option to purchase 7,500
shares of Common Stock pursuant to an agreement with the Company dated January
15, 1993, which option has an exercise price of $9.333 per share.
(5) John Benbow received an option to purchase 3,750 shares of Common Stock
pursuant to an agreement with the Company dated November 7, 1990, which option
has an exercise price of $7.583 per share.
(6) Richard Danielson received an option to purchase 11,250 shares of Common
Stock pursuant to an agreement with the Company dated January 15, 1993, which
option has an exercise price of $9.333 per share.
(7) Received an option to purchase 7,500 shares of Common Stock pursuant to an
agreement with the Company dated January 15, 1993, which option has an exercise
price of $9.333 per share.
(8) Received an option to purchase 5,250 shares of Common Stock pursuant to an
agreement with the Company dated January 15, 1993, which option has an exercise
price of $9.333 per share.
(9) Wifredo Figueras received an option to purchase 3,750 shares of Common
Stock pursuant to an agreement with the Company dated January 15, 1993, which
option has an exercise price of $9.333 per share.
(10) Celestin Durand, III received an option to purchase 3,750 shares of Common
Stock pursuant to an agreement with the Company dated December 15, 1993, which
option has an exercise price of $10.083 per share.
</FN>
</TABLE>
7
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell any Shares offered hereby from time
to time in one or more transactions (including block transactions in which a
Selling Shareholder is the seller) on the New York Stock Exchange or in the
over-the-counter market. The Selling Shareholders may also sell Shares in
special offerings, exchange distributions or secondary distributions in
accordance with the rules of the New York Stock Exchange, in negotiated
transactions, including through the writing of options on shares of the Common
Stock (whether such options are listed on an options exchange or otherwise), or
otherwise. The Selling Shareholders may effect such transactions by selling
Shares to or through underwriters, dealers, brokers or agents. Such
underwriters, dealers, brokers or agents may sell such Shares to purchasers in
one or more transactions (including block transactions) on the New York Stock
Exchange or otherwise. Any sales may be made at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. Without limiting the foregoing, brokers may act as dealers by
purchasing any and all Shares either as agents for others or as principals for
their own accounts and reselling such shares pursuant to this Prospectus. Such
brokers will receive compensation from the Selling Shareholders in the form of
commissions or discounts and may receive compensation from purchasers of the
Shares for whom they may act as agent or to whom they may sell as principal in
the form of commissions or discounts. The Selling Shareholders and any
underwriters, dealers, brokers or agents that participate in the sale of such
Shares may be deemed to be underwriters, and any profit on the sale of such
Shares by the Selling Shareholders and any discounts, commissions or concessions
received by any such underwriter, dealer, broker or agent may be deemed to be
underwriting discounts or commissions under the Securities Act.
There can be no assurance that the Selling Shareholders will sell any
or all of the Shares offered hereunder.
Sales of Shares at less than the market prices thereof may depress the
market price of the Company's Common Stock. Moreover, it is possible that a
significant number of Shares could be sold at the same time, which may also
depress the market price of the Company's Common Stock.
The Company will not receive any of the proceeds from this offering.
LEGAL MATTERS
Certain matters with respect to the validity of the Shares being
offered hereby will be passed upon for the Company by its counsel, Shutts &
Bowen, a partnership including professional associations, 1500 Miami Center, 201
South Biscayne Boulevard, Miami, Florida 33131.
8
<PAGE>
EXPERTS
The financial statements and schedule incorporated by reference in
this prospectus, to the extent and for the periods indicated in their reports,
have been audited by Arthur Andersen LLP, independent certified public
accountants, and are included herein in reliance upon the authority of said firm
as experts in giving said reports.
9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission under
Commission File No. 1-9533 are incorporated herein by this reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995.
(2) The Company's Quarterly Reports of Form 10-Q for the three and
six month periods ended June 30, 1995, and September 30, 1995.
(3) The description of the Company's common stock, $.01 par value,
contained in the Company's Form 8-A filed on July 27, 1990,
under Section 12(b) of the Securities Exchange Act of 1934.
Each document filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4: DESCRIPTION OF SECURITIES
Not applicable.
Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 607.0850(1) of the Florida General Corporation Act provides
that a Florida corporation may indemnify any person who was or is a party to any
suit or proceeding (other than an action by or in the right of the corporation),
by reason of the fact that he was or is a
II-1
<PAGE>
director, officer, employee or agent of the corporation or was or is serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his conduct was unlawful.
Section 607.0850(2) provides that a Florida corporation may indemnify
any person who was or is a party to any suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses and
certain amounts paid in settlement, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted
under similar standards, except that no indemnification may be made in respect
to any claim, issue or matter as to which such person shall have been adjudged
to be liable, unless, and only to the extent that, the court in which such
action or suit was brought shall determine that despite the adjudication of
liability, such person is fairly and reasonably entitled to be indemnified for
such expenses that the court shall deem proper.
Section 607.0850 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the defense
of any action, suit or proceeding referred to above or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 607.0850 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 607.0850.
The Company's Articles of Incorporation provide that the Company shall
indemnify its officers and directors, and former officers and directors, to the
full extent permitted by the laws of the State of Florida.
Item 7: EXEMPTION FROM REGISTRATION CLAIMED
The Shares being sold by the Selling Shareholders are restricted
securities acquired by such shareholders in a private placement without being
registered under the Securities Act of 1933. Because the Shares were offered
only to certain of the Company's executive officers and directors, the sale of
such shares is exempt from the registration requirements set forth in the
Securities Act pursuant to Section 4(2) of the Securities Act.
II-2
<PAGE>
Item 8: EXHIBITS
(4) The description of the Company's common stock, $.01 par value, as
contained in the Company's Form 8-A filed July 27, 1990, is hereby
incorporated by reference
(5) Opinion of Shutts & Bowen LLP
(23)(a) Consent of Arthur Andersen LLP
(23)(b) Consent of Shutts & Bowen LLP
(24)(a) Power of Attorney of Ralph R. Weiser
(24)(b) Power of Attorney of Jerrold Blair
(24)(c) Power of Attorney of Robert S. Tocci
(24)(d) Power of Attorney of Celestin A. Durand III
(24)(e) Power of Attorney of Ralph R. Feuerring
(24)(f) Power of Attorney of John R. Benbow
(24)(g) Power of Attorney of Phillip S. Bradley
(24)(h) Power of Attorney of Myles Klein
(24)(i) Power of Attorney of Michael J. Kasbar
Item 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
II-3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami Springs, State of Florida, on the 13th day of
November 1995.
WORLD FUEL SERVICES CORPORATION
By: /s/ JERROLD BLAIR
--------------------------
Jerrold Blair, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the
/s/ RALPH WEISER Board of Directors November 13, 1995
- ------------------------
Ralph R. Weiser
President (Chief Executive
/s/ JERROLD BLAIR Officer) and Director November 13, 1995
- ------------------------
Jerrold Blair
/s/ ROBERT TOCCI Executive Vice President November 13, 1995
- ------------------------
Robert S. Tocci
/s/ CELESTIN DURAND* Director November 13, 1995
- ------------------------
Celestin A. Durand III
/s/ RALPH FEUERRING* Director November 13, 1995
- ------------------------
Ralph R. Feuerring
/s/ JOHN BENBOW* Director November 13, 1995
- ------------------------
John R. Benbow
/s/ PHILLIP BRADLEY* Director November 13, 1995
- ------------------------
Phillip S. Bradley
/s/ MYLES KLEIN* Director November 13, 1995
- ------------------------
Myles Klein
/s/ MICHAEL KASBAR* Director November 13, 1995
- ------------------------
Michael J. Kasbar
*By: /s/ JERROLD BLAIR November 13, 1995
----------------------
Jerrold Blair
Attorney-in-Fact
II-5
EXHIBIT 5
SHUTTS & BOWEN LLP
November 13, 1995
World Fuel Services Corporation
700 S. Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Gentlemen:
We have acted as counsel for World Fuel Services Corporation (the
"Company") with respect to the preparation and filing with the Securities and
Exchange Commission of a Form S-8 Registration Statement (the "Registration
Statement") in connection with the registration of 116,250 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). Unless
otherwise provided herein, the capitalized terms used in this opinion shall have
the meanings set forth in the Registration Statement.
In connection with our opinion, we have examined the following
documents:
1. The Registration Statement, including all
exhibits thereto, as filed with the Securities
and Exchange Commission.
2. The minute books of the Company.
In rendering this opinion, we have undertaken no independent
review of the operations of the Company. Instead, we have relied solely upon the
documents described above. In examining such documents, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
<PAGE>
World Fuel Services Corporation
November 13, 1995
Page 2
We have also examined such questions of United States and
Florida law as we have deemed appropriate. We express no opinion herein as to
the laws of any other jurisdiction.
Based upon the foregoing, we are of the opinion that all of the
shares of Common Stock registered pursuant to the Registration Statement are
duly issued, fully paid, and non-assessable.
Very truly yours,
SHUTTS & BOWEN LLP
/s/ Shutts & Bowen LLP
EXHIBIT 23(A)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent
to the incorporation by reference in this registration statement of our report
dated May 19, 1995 included in the Form 10-K of World Fuel Services Corporation
(formerly known as International Recovery Corp.) for the year ended March 31,
1995 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Miami, Florida,
November 10, 1995.
EXHIBIT 23(B)
SHUTTS & BOWEN LLP
November 13, 1995
World Fuel Services Corporation
700 South Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Re: FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
In connection with the Form S-8 Registration Statement to be
filed by World Fuel Services Corporation with the Securities and Exchange
Commission, Shutts & Bowen hereby consents to the inclusion of our opinion
letter as an Exhibit to the Registration Statement and to the use of our name,
and statements with respect to us, in the Registration Statement.
Very truly yours,
/s/ Shutts & Bowen LLP
POWER OF ATTORNEY EXHIBIT 24(A)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Weiser, Chairman
of the Board of Directors of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Jerrold Blair his true and lawful attorney for him
and in his name, place, and stead to sign the Form S-8 Registration Statement
and all amendments thereto for World Fuel Services Corporation, giving and
granting unto said attorney full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as he might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that each said attorney or his substitute shall
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
/s/ JANET RUSAKOV /s/ RALPH R. WEISER
- --------------------------- ----------------------
Ralph R. Weiser
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th day of November 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Ralph R. Weiser to me personally known (or has produced _____
____________ as identification), and known to me to be the same person described
in and who executed the within Power of Attorney, and he acknowledged the within
Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(B)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Jerrold Blair, President
and Director of World Fuel Services Corporation, a Florida corporation, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser his true and lawful attorney for him and in his name,
place, and stead to sign the Form S-8 Registration Statement and all amendments
thereto for World Fuel Services Corporation, giving and granting unto said
attorney full power and authority to do and perform all and every act and thing
whatsoever requisite and necessary to be done in and about the premises as
fully, to all intents and purposes, as he might or could do if personally
present, with full power of substitution and revocation, hereby ratifying and
confirming all that each said attorney or his substitute shall lawfully do or
cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ JERROLD BLAIR
- --------------------------- ----------------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio,
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Jerrold Blair to me personally known (or has produced ________
_________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(C)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Robert S. Tocci,
Executive Vice President of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Ralph R. Weiser and Jerrold Blair, and each of
them severally, his true and lawful attorney for him and in his name, place, and
stead to sign the Form S-8 Registration Statement and all amendments thereto for
World Fuel Services Corporation, giving and granting unto said attorney full
power and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully, to all
intents and purposes, as he might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
each said attorney or his substitute shall lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ ROBERT TOCCI
- --------------------------- ----------------------
Robert S. Tocci
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Robert S. Tocci, to me PERSONALLY KNOWN (or has produced ____
____________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(D)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Celestin A. Durand, III,
a Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
/s/ JANET RUSAKOV /s/ CELESTIN DURAND
- --------------------------- ----------------------
Celestin A. Durand, III
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Celestin A. Durand, III, to me PERSONALLY KNOWN (or has
produced ____________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(E)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Feuerring, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ RALPH FEUERRING
- --------------------------- ----------------------
Ralph R. Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Ralph R. Feuerring to me PERSONALLY KNOWN (or has produced __
_____________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(F)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, John R. Benbow, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ JANET RUSAKOV
- ---------------------------
/s/ SONIA ASENCIO /s/ JOHN BENBOW
- --------------------------- ----------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared John R. Benbow to me PERSONALLY KNOWN (or has produced ______
____________________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(G)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Phillip S. Bradley, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 7th day of November, 1995.
Sealed and delivered in
the presence of:
/s/ VICKY KERNS
- ---------------------------
/s/ SONIA ASENCIO /s/ PHILLIP BRADLEY
- --------------------------- ----------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 7th of November, 1995, before me, Wanda Tellechea, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Phillip S. Bradley to me PERSONALLY KNOWN (or has produced __
_____________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ WANDA TELLECHEA
-----------------------
Notary Public
WANDA TELLECHEA
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(H)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Myles Klein, a Director
of World Fuel Services Corporation, a Florida corporation, has made, constituted
and appointed, and by these presents does make, constitute and appoint, Ralph R.
Weiser and Jerrold Blair, and each of them severally, his true and lawful
attorney for him and in his name, place, and stead to sign the Form S-8
Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 6th day of November,
1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
/s/ JANET RUSAKOV /s/ MYLES KLEIN
- --------------------------- ----------------------
Myles Klein
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 6th of November, 1995, before me, Sonia Asencio,
a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Myles Klein, to me PERSONALLY KNOWN (or has
produced _______________________________ as identification), and known to me to
be the same person described in and who executed the within Power of Attorney,
and he acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY EXHIBIT 24(I)
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Michael J. Kasbar, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have hereunto set my hand the 8th day of November,
1995.
Sealed and delivered in
the presence of:
/s/ SONIA ASENCIO
- ---------------------------
ILLEGIBLE /s/ MICHAEL J. KASBAR
- --------------------------- ----------------------
Michael J. Kasbar
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of November, 1995, before me, Sonia Asencio,
a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Michael J. Kasbar, to me PERSONALLY KNOWN (or has
produced _____________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal
of office the day and year last above written.
/s/ SONIA ASENCIO
-----------------------
Notary Public
SONIA ASENCIO
-----------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
