As filed with the Securities and Exchange Commission on March 3, 1995
Registration No. __________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
INTERNATIONAL RECOVERY CORP.
(Exact name of Registrant as specified in its charter)
Florida 59-2459427
(State or jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
700 South Royal Poinciana Boulevard, Suite 800
Miami, Florida 33166
(305) 884-2001
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
____________________
Ralph R. Weiser, Chairman
700 South Royal Poinciana Boulevard, Suite 800
Miami, 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.
Kathleen L. Deutsch, Esq.
Shutts & Bowen
1500 Miami Center
201 South Biscayne Boulevard
Miami, Florida 33131
(305) 358-6300
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement
becomes effective.
<PAGE>
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following. [X]
_______________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
=================================================================
<CAPTION>
Title of each Proposed Proposed Amount of
class of Amount maximum maximum registration
securities to to be price per aggregate fee (2)
be registered registered share (1) offering
price
_________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 237,321
$.01 par value shares $15.25 $3,619,145 $1,248
=================================================================
<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 February 24, 1995 of $15 1/4.
(2) Determined pursuant to Rule 457.
</FN>
</TABLE>
_________________________________________________________________
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
ii
<PAGE>
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This prospectus
shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such State.
<PAGE>
Subject to Completion, Dated March 3, 1995
237,321 Shares
INTERNATIONAL RECOVERY CORP.
Common Stock
____________________________
This Prospectus relates to 237,321 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock"), of
International Recovery Corp., a Florida corporation (the
"Company"), which may be offered from time to time by Theofilos A.
Vatis, Stacey A. Polites, Barry J. Paul and Quattro, Inc., a New
York corporation (the "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 February 24, 1995, the
last reported sale price for the Company's Common Stock on the New
York Stock Exchange was $15.38.
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 March ___, 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-3 (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, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994.
(3) The Company's definitive 1994 Proxy Statement distributed in
connection with its Annual Meeting of Shareholders held on August
8, 1994.
(4) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1994.
(5) The Company's Current Report on Form 8-K dated January 3,
1995, as amended on January 24, 1995.
(6) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994.
(7) The description of the Company's Common Stock, $.01 par value,
contained in the Company's Form 8-A filed on October 7, 1986, under
Section 12(g) 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, International Recovery
Corp., 700 South Royal Poinciana Boulevard, Suite 800, Miami,
Florida 33166, or by telephone (305) 884-2001.
-3-
<PAGE>
THE COMPANY
The Company is engaged in three principal businesses -- the
marketing of aviation and marine fuel and the recycling of used
oil.
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 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, 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
five subsidiaries with offices in Florida, Louisiana, Georgia,
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,
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<PAGE>
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.
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. Other than the Shares being offered
hereby, the Selling Shareholders do not own any shares of Common
Stock. Mr. Vatis, Mr. Polites and Quattro, Inc., received their
Shares as part of the consideration paid by the Company in
connection with the Trans-Tec acquisition. See "The Company". Mr.
Paul received an option to purchase his Shares in connection with
the Company's acquisition of the assets of Allied Fuels, Inc. Mr.
Paul exercised this option in February 1995.
The following table sets forth information regarding the
beneficial ownership of the Company's Common Stock by the Selling
Shareholders as of February 9, 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>
Beneficial Beneficial
Ownership Prior Ownership After
to Offering Shares Offering
Name of Selling --------------- Being -----------------
Shareholder Number Percent Offered Number Percent
- -------------------- --------------- ------- -----------------
<S> <C> <C> <C> <C> <C>
Stacey A. Polites (1) 96,160 1.8% 96,160 0 --
Theofilos A. Vatis (2) 96,161 1.8% 96,161 0 --
Barry J. Paul (3) 35,000 .7% 35,000 0 --
Quattro, Inc. (4) 10,000 .2% 10,000 0 --
_____________________________
<FN>
(1) Stacey A. Polites received 96,160 shares of Common Stock in
connection with the Company's acquisition of assets of Trans-Tec
and certain assets and securities of Trans-Tec's affiliates in
January 1995.
(2) Theofilos A. Vatis received 96,161 shares of Common Stock in
connection with the Company's acquisition of assets of Trans-Tec
and certain assets and securities of Trans-Tec's affiliates in
January 1995.
(3) Barry J. Paul received an option to purchase 35,000 shares of
Common Stock in connection with the Company's acquisition of the
assets of Allied Fuels, Inc. Mr. Paul was the sole stockholder of
Allied Fuels, Inc. The option provided for an exercise price of
$11.375 per share. Mr. Paul exercised the option in February 1995.
(4) Quattro, Inc. ("Quattro"), formerly known as Trans-Tec,
received 10,000 shares of Common Stock in connection with the
Company's acquisition of Trans-Tec and certain assets and
securities of Trans-Tec's affiliates in January 1995.
</FN>
</TABLE>
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
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<PAGE>
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 assurances 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 has undertaken to amend this Prospectus from time
to time as shall be necessary to maintain its effectiveness until
January 3, 1998. 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.
EXPERTS
The financial statements and schedules 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 an expert in
giving said reports.
-7-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
In accordance with the agreements among the Selling
Shareholders and the Company, the Company has agreed to pay
expenses, fees and disbursements relating to this registration
statement for the Selling Shareholders. All of the amounts shown
below are estimates, except the Securities and Exchange Commission
registration fee.
SEC Registration Fee............ $ 1,248
Printing Expenses............... 1,000
Accounting Fees and Expenses.... 2,000
Legal Fees and Expenses......... 5,000
Blue Sky Fees and Expenses...... 1,000
Miscellaneous Expenses.......... 1,000
-----
TOTAL........................... $11,248
=======
Any underwriting discounts, concessions or selling commissions
applicable to sales hereunder will be paid by the Selling
Shareholders.
Item 15. 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 is or was a director, officer, employee or agent of the
corporation or is or was 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
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<PAGE>
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 16. EXHIBITS
4 The description of the Company's Common Stock, $.01 par
value, as contained in the Company's Form 8-A filed
October 7, 1986, is hereby incorporated by reference.
5 Opinion of Shutts & Bowen.
10 Letter Agreement between the Company and Mr. Barry Paul.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Shutts & Bowen.
24(a) Power of Attorney of Ralph R. Weiser.
24(b) Power of Attorney of Jerrold Blair.
24(c) Power of Attorney of Phillip S. Bradley.
24(d) Power of Attorney of Ralph Feuerring.
24(e) Power of Attorney of John R. Benbow.
24(f) Power of Attorney of Celestin Durand III.
24(g) Power of Attorney of Robert S. Tocci.
-II-2
<PAGE>
Item 17. UNDERTAKINGS
(a) The undersigned Company 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; and
(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.
(2) That, for purposes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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
-II-3
<PAGE>
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, 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.
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<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-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Dade County, State of
Florida, on the 28th day of February, 1995.
INTERNATIONAL RECOVERY CORP.
By: /s/ Ralph R. Weiser
---------------------------------
Ralph R. Weiser, Chairman
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
--------- ----- ----
/s/ Ralph R. Weiser February 28, 1995
- --------------------------- Chairman of the
Ralph R. Weiser Board of Directors
(Principal Executive
Officer)
/s/ Jerrold Blair* February 28, 1995
- --------------------------- President
Jerrold Blair and Director
/s/ Robert S. Tocci February 28, 1995
- --------------------------- Senior Vice President
Robert S. Tocci and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
/s/ Phillip S. Bradley* February 28, 1995
- --------------------------- President of Advance
Phillip S. Bradley Petroleum, Inc. and
Director
/s/ Celestin Durand III* February 28, 1995
- --------------------------- Director
Celestin Durand III
/s/ Ralph R. Feuerring* February 28, 1995
- --------------------------- Director
Ralph R. Feuerring
/s/ John R. Benbow* February 28, 1995
- --------------------------- Director
John R. Benbow
*By: /s/ Ralph R. Weiser
--------------------
Ralph R. Weiser
Attorney-in-Fact
II-5
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
4 The description of the Company's
Common Stock, $.01 par value, as
contained in the Company's Form 8-A
filed October 7, 1986, is hereby
incorporated by reference.
5 Opinion of Shutts & Bowen.
10 Form of Letter Agreement between the
Company and Mr. Barry Paul.
23(a) Consent of Arthur Andersen & Co.
23(b) Consent of Shutts & Bowen.
24(a) Power of Attorney of Ralph R. Weiser.
24(b) Power of Attorney of Jerrold Blair.
24(c) Power of Attorney of Phillip S.
Bradley.
24(d) Power of Attorney of Ralph Feuerring.
24(e) Power of Attorney of John R. Benbow.
24(f) Power of Attorney of Celestin Durand
III.
24(g) Power of Attorney of Robert S. Tocci.
SHUTTS & BOWEN
ATTORNEYS AND COUNSELLORS AT LAW
(A PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS)
-------
1500 MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
MIAMI, FLORIDA 33131
MIAMI (305) 358-6300
BROWARD (305) 467-8841
FACSIMILE (305) 381-9982
February 28, 1995
International Recovery Corp.
700 S. Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Gentlemen:
We have acted as counsel for International Recovery Corp.
(the "Company") with respect to the preparation and filing with the
Securities and Exchange Commission of a Form S-3 Registration Statement
(the "Registration Statement") in connection with the registration of
237,321 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>
International Recovery Corp.
February 28, 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,
/s/ SHUTTS & BOWEN
INTERNATIONAL RECOVERY CORP.
700 SOUTH ROYAL POINCIANA BOULEVARD
SUITE 800
MIAMI SPRINGS, FLORIDA 33166
February __, 1995
Barry J. Paul
100 Harbor View Drive
Penthouse 3A
Baltimore, Maryland 21230
Dear Mr. Paul:
We appreciate your continued support as a shareholder of
International Recovery Corp., a Florida corporation (sometimes
referred to as the "Company"). We are registering with the
Securities and Exchange Commission ("SEC") those shares of the
Company's common stock which were issued pursuant to a certain
acquisition agreement dated December 9, 1995 (the "Acquisition
Agreement"). Once the registration statement which we file with
the SEC on Form S-3 (the "Registration Statement") is declared
effective, it will remain effective until no later than January
3, 1998. This will allow you the flexibility to retain or sell
your shares as you deem appropriate during the period the
Registration Statement is effective. In order to sell your
shares, you must comply with the following terms and conditions.
You and other persons who acquired shares that were
issued pursuant to the Acquisition Agreement (sometimes
collectively referred to as the "Selling Shareholders") have
advised us that you own, beneficially the amount of shares
("Shares") of the Company's common stock reflected on Exhibit "A"
(the offering and sale of Shares by the Selling Shareholders is
hereinafter referred to as the "Offering"). You understand that
the Offering is not being underwritten but that the Company is
attempting to provide for compliance with applicable securities
laws and an orderly Offering through this and similar Letter
Agreements.
YOU UNDERSTAND THAT YOUR FAILURE TO COMPLETE PROPERLY AND
EXECUTE THIS LETTER AGREEMENT COULD RESULT IN THE WITHDRAWAL OF
YOUR SHARES FROM THE OFFERING AND THE REGISTRATION STATEMENT. YOU
MUST FILL IN THE NAME OF YOUR BROKERAGE FIRM IN PARAGRAPH 2.5
BELOW AND RETURN THE ORIGINAL EXECUTED COPY OF THIS LETTER
AGREEMENT TO THE COMPANY IN THE ENVELOPE PROVIDED FOR THIS
PURPOSE. THE COMPANY MUST RECEIVE THE EXECUTED LETTER AGREEMENT
WITHIN SEVEN (7) DAYS FROM THE DATE OF THIS LETTER OR YOUR SHARES
MAY BE REMOVED FROM THE REGISTRATION STATEMENT.
For purposes of the following provisions, the term
"Securities" means the Shares to be publicly offered under the
Registration Statement; the term Preliminary Prospectus means any
<PAGE>
Barry J. Paul
February __, 1995
Page -2-
preliminary prospectus relating to the Offering of the Securities
or any preliminary prospectus supplement together with a
prospectus relating to the Offering of the Securities; the term
Prospectus means the prospectus, together with the most recent
prospectus supplement, if any, relating to the Offering, filed
pursuant to Rule 424 under the Securities Act of 1933, as amended;
and the term Registration Statement means the Company's
registration statement on Form S-3 as filed and declared effective
by the Securities and Exchange Commission, as may be amended from
time to time.
In connection with your participation in the Offering,
you hereby represent, warrant and agree as follows:
1.1 You have good and valid title to the Shares
listed next to your name in the Registration Statement, free and
clear of all liens, encumbrances, equities or claims.
1.2 You have obtained all consents, approvals,
authorizations and orders necessary to sell the Shares pursuant
to the Registration Statement, except such as may be required
under the Securities Act of 1933 or state securities or Blue Sky
Laws in connection with the purchase and distribution of the
Shares; and you have full right, power and authority to sell,
assign, transfer and deliver the Shares to be sold by you pursuant
to the Registration Statement.
1.3 The sale of the Shares by you pursuant to the
Registration Statement will not result in a breach or violation
of any of the terms or provisions of, or constitute a default
under, any statute, indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which you are a
party or by which you are bound, or any order, rule or regulation
of any court or governmental agency or body having jurisdiction
over you or your property.
1.4 You are familiar with the Registration
Statement and the prospectus which is contained therein (the
"Prospectus"), including any amendments thereto; you have verified
that the information set forth therein concerning you is true and
complete; and you know of no material adverse information with
regard to current and prospective business affairs or operations
of the Company not disclosed in the Registration Statement or
Prospectus.
1.5 You will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities, joint or several,
to which the Company may become subject, under the Securities Act of
1933 or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
<PAGE>
Barry J. Paul
February ___, 1995
Page -3-
based upon: (a) any breach of your representations, warranties or
covenants contained in this letter or in any other certificate or
agreement signed by you in connection with the sale of the Shares; or
(b) an untrue statement or an alleged untrue statement of a material
fact regarding you or the sale of the Shares contained in any
Preliminary Prospectus, Registration Statement or the Prospectus, or
any amendment or supplement thereto, or any omission or alleged omission
to state therein a material fact regarding you or the sale of the Shares
required to be stated therein or necessary to make the statements
therein not misleading; or (c) any violation of applicable law or
regulation by you or any broker or agent engaged by you in
connection with the sale or distribution of the Shares; and you
will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with
investigating or defending any such action or claim.
1.6 The Company will indemnify and hold harmless
the Selling Shareholders and any broker/dealer selling the Shares
on behalf of the Selling Shareholders (the "Indemnitees") against
any losses, claims, damages or liabilities, joint or several, to
which the Indemnitees may become subject, under the Securities Act
of 1933 or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are
based upon: (a) any breach of the Company's representations,
warranties or covenants contained in this letter or in any other
certificate or agreement signed by the Company in connection with
the sale of the Shares; or (b) an untrue statement or an alleged
untrue statement of a material fact regarding the Company
contained in any Preliminary Prospectus, Registration Statement
or the Prospectus, or any amendment or supplement thereto, or any
document incorporated therein, or any omission or alleged omission
to state therein a material fact regarding the Company required
to be stated therein or necessary to make the statements therein
not misleading; or (c) any violation of applicable law or
regulation by the Company; and the Company will reimburse the
Indemnitees for any legal or other expenses reasonably incurred
by the Indemnitees in connection with investigating or defending
any such action or claim.
2.1 You will not make any offers or sales of the
Shares until the Company has notified you in writing of the
effectiveness of the Registration Statement under the Securities
Act of 1933, as amended, and then only in such states as are
identified by the Company as being cleared for sale at that time.
2.2 The SEC has promulgated certain rules defining and
prohibiting manipulations of the securities markets. Among the
most important of such rules is Rule 10b-6 which prohibits you from
<PAGE>
Barry J. Paul
February ___, 1995
Page -4-
bidding for or purchasing any shares of common stock of the
Company, directly or indirectly, until after you and any persons
who are "affiliated purchasers" with you have completed the sale
of your Shares. In accordance with the requirements of the SEC,
by signing this letter and returning it to the Company, you agree
and represent that you will not violate SEC rules in the offer or
sale of any of your Shares. Accordingly, you will not, without
the prior written consent of the Company, at any time prior to the
completion by you of the Offering, buy, sell, deal or trade: (i)
any of the Company's common stock, (ii) any security of the
Company convertible into common stock, or (iii) any right or
option to acquire or sell common stock or any security of the
Company convertible into common stock, except as expressly
provided for in the Registration Statement.
2.3 You will not purchase, commit to purchase, or
attempt to induce any other person to purchase, any Shares or any
other securities of the Company other than as provided in the
Registration Statement and you will not effect any transaction for
the purpose of stabilizing the price of the Company's Securities.
2.4 You agree to promptly advise the Company, in
writing at the address shown above, of all sales or distributions
made pursuant to the Registration Statement. You shall include
in such notice to the Company, the number of shares sold to each
purchaser and the state of residence or domicile of each
purchaser. You agree to advise us from time to time upon request
as it applies to the Offering, of the amount of Shares remaining
undistributed or unsold by you. Restrictions with respect to
Shares remaining undistributed or unsold by you will remain in
effect until such Shares are sold pursuant to the Registration
Statement.
2.5 You shall offer and sell your Shares through
or to your broker who is a duly licensed broker/dealer. You plan
to sell your shares through or to PRUDENTIAL (fill in the name of
brokerage firm). You have or will have made, prior to any offer
or sale of your Shares, your broker aware of the existence of this
Letter Agreement, its terms and conditions. Your broker may
obtain copies of the Prospectus by contacting the Company at the
address shown above. You are responsible for paying any brokerage
commission fees, if any, and fees and costs of any legal counsel
you might choose to use, if any. The "Plan of Distribution" as
set forth in the Prospectus accurately reflects your participation
in the Offering and to the extent such plan is changed materially,
you shall immediately inform the Company of such change and
discontinue your participation in the Offering until advised by
the Company that you may resume your participation in the
Offering.
<PAGE>
Barry J. Paul
February ___, 1995
Page -5-
2.6 The Company will use its best efforts to keep
the Registration Statement effective until no later than January
3, 1998. Upon the expiration of the effectiveness of the
Registration Statement, the Company will notify the Selling
Shareholders and deregister all Shares which have not been sold
as of that time. No offers or sales may be made pursuant to the
Registration Statement after that time. Once the Registration
Statement terminates, a restrictive legend will be placed on any
of your shares which were not sold in the offering. These shares,
however, may still be sold by you if any such sales comply with
Rule 144, promulgated under the Securities Act of 1933.
2.7 In selling the Shares, you understand that the
only statements authorized by the Company are those in the
Prospectus and no other statements whatsoever have been
authorized, written or oral. You will not give any information
or make any representations other than those contained in the
Prospectus, or act as agent for the Company for any purpose
whatsoever. You further understand that you may not distribute
the Preliminary Prospectus for any reason whatsoever.
2.8 If you are a foreign person, in connection with
sales and offers to sell Securities made by you outside the United
States: (a) you will not offer or sell any Securities in any
jurisdiction except in compliance with applicable laws, and (b)
you will either furnish to each person to whom any such sale or
offer is made a copy of the then current Prospectus. Any offering
material in addition to the Prospectus furnished by you to any
person in connection with any offers or sales referred to in the
preceding sentence: (i) shall be prepared and so furnished at your
sole risk and expense, and (ii) shall not contain information
relating to the Securities or the Company which is inconsistent
in any respect with the information contained in the Prospectus
(as then amended or supplemented). It is understood that no
action has been taken by the Company to permit a public offering
in any jurisdiction other than the United States where action
would be required for such purpose.
2.9 All sales of Shares must be accompanied by or
preceded by delivery of the Prospectus to the purchasers. You,
or your broker acting on your behalf, have the obligation to
deliver the Prospectus to the purchasers and otherwise comply with
all applicable prospectus delivery requirements. You shall not
give any information or make any representations other than those
contained in the Prospectus, or act as agent for the Company for
any purpose whatsoever.
<PAGE>
Barry J. Paul
February ___, 1995
Page -6-
2.10 The Company intends to take the necessary
actions so that after the Registration Statement is effective,
offers and sales may be made in every state in the United States
except Maine, North Dakota and Oklahoma. You will not offer or
sell the Shares to any person who is domiciled in or a resident
of Maine, North Dakota or Oklahoma unless you have been advised
by the Company in advance of such offer or sale that all actions
necessary to comply with such other state(s)' securities laws have
been accomplished. You will only offer or sell Shares in Florida
through dealers who are registered in Florida at prices reasonably
related to the current market price of the Shares.
3.1 Upon notification by the Company that the
Prospectus or the Registration Statement needs revision, you will
immediately upon receipt of such notification: (i) cease to offer
or sell the Shares; (ii) return all such Prospectuses in your
hands to the Company; and (iii) cease to offer or sell the Shares
until you have been provided with a current Prospectus and the
Company has notified you that you may resume offers and sales of
the Shares.
3.2. You agree that by your signature hereunder you
hereby authorize and empower the Company or any of its officers
or agents to request the acceleration of the effectiveness of the
Registration Statement to any particular date or a date as early
as practicable, and in connection therewith you hereby constitute
and appoint Ralph R. Weiser and Jerrold Blair, or either of them,
your attorney-in-fact to execute a request for acceleration of the
effectiveness of the Registration Statement under the Securities
Act of 1933, as amended.
4.1 All communications to us relating to the
Offering shall be addressed to the Company at the address
appearing above unless otherwise notified by the Company. Unless
you have otherwise notified us in writing, any notices to you
shall be deemed to have been duly given if mailed or telegraphed
to you at the address shown above.
4.2 This Letter Agreement shall be governed by the
laws of the State of Florida. Any litigation brought or held on
the basis of this Letter Agreement shall be brought and held in
Dade County, Florida.
You must confirm your acceptance of this Letter Agreement
by SIGNING AND RETURNING THIS LETTER AGREEMENT TO THE COMPANY in
the self-addressed, postpaid envelope provided for this purpose.
We have enclosed a duplicate copy which you may retain for your
files.
<PAGE>
Barry J. Paul
February ___, 1995
Page -7-
Your participation in the Offering as a Selling
Shareholder shall constitute your acceptance of the terms and
conditions set forth in this Letter Agreement and shall create a
legally binding contract between you and the Company under such
terms and conditions regardless of whether you have executed and
returned a copy of this Letter Agreement to the Company.
Very truly yours,
INTERNATIONAL RECOVERY CORP.
By:/s/ Ralph R. Weiser
-----------------------------
Ralph R. Weiser, Chairman
ACKNOWLEDGED, AGREED TO,
CONFIRMED AND ACCEPTED
AS OF FEBRUARY 9, 1995.
Barry J. Paul
- ----------------------------------------
(Name of Selling Shareholder(s))
/s/ Barry J. Paul
- ----------------------------------------
(Signature(s) of Selling Shareholder(s))
STATE OF MARYLAND)
)SS:
COUNTY OF BALTIMORE)
SWORN TO AND SUBSCRIBED before me this 9th day of February, 1995.
/s/ Catherine Zimmerman
--------------------------------
Notary Public
My commission expires:
<PAGE>
EXHIBIT "A"
Shares
Name of Selling Beneficial Ownership of Being
Shareholder Shares Prior to Offering Offered
- --------------- ------------------------ -------
Stacey A. Polites 96,160 96,160
Theofilos A. Vatis 96,161 96,161
Barry J. Paul 35,000 35,000
Quattro, Inc. 10,000 10,000
ARTHUR ANDERSEN LLP
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 9, 1994 included in the Form 10-K of
International Recovery Corp. for the year ended March 31, 1994 and
to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
Miami, Florida,
February 27, 1995.
February 28, 1995
International Recovery Corp.
700 South Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
In connection with the Form S-3 Registration Statement
to be filed by International Recovery Corp. 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
Ralph R. Weiser, Chairman of the Board of Directors of
International Recovery Corp., 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-3
Registration Statement and all amendments thereto for
International Recovery Corp., 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 28th
day of February, 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 28th day of February,
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
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
Jerrold Blair, President and Director of International Recovery
Corp., 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-3 Registration Statement and
all amendments thereto for International Recovery Corp., 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 16th
day of February, 1995.
Sealed and delivered in
the presence of:
/s/ Wanda Tellechea
- --------------------------------
/s/ Ileana Garcia /s/ Jerrold Blair
- -------------------------------- ----------------------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 16th day of February, 1995,
before me, Wanda Tellechea, a 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/ Wanda Tellechea
--------------------------------
Notary Public
Wanda Tellechea
--------------------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
Phillip S. Bradley, President of Advance Petroleum, Inc. and a
Director of International Recovery Corp., 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-3
Registration Statement and all amendments thereto for
International Recovery Corp., 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 13th
day of February, 1995.
Sealed and delivered in
the presence of:
/s/ Wanda Tellechea
- --------------------------------
Illegible /s/ Phillip S. Bradley
- -------------------------------- ----------------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 13th of February, 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
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
Ralph Feuerring, Director of International Recovery Corp., 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-3 Registration Statement and all amendments thereto for
International Recovery Corp., 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 February, 1995.
Sealed and delivered in
the presence of:
Illegible
- --------------------------------
Illegible /s/ Ralph Feuerring
- -------------------------------- ----------------------------
Ralph Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 7th day of February, 1995,
before me, Robert M. Shannon, a notary in and for the State of
Florida, duly commissioned and sworn, personally came and appeared
Ralph 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/ Robert M. Shannon
--------------------------------
Notary Public
Robert M. Shannon
--------------------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, John
R. Benbow, Director of International Recovery Corp., 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-3 Registration Statement and all amendments thereto for
International Recovery Corp., 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 February, 1995.
Sealed and delivered in
the presence of:
Illegible
- --------------------------------
Illegible /s/ John R. Benbow
- -------------------------------- ----------------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th day of February, 1995,
before me, Mary C. Marion, 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/ Mary C. Marion
--------------------------------
Notary Public
Mary C. Marion
--------------------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
Celestin Durand III, Director of International Recovery Corp., 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-3 Registration Statement and all amendments thereto for
International Recovery Corp., 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 February, 1995.
Sealed and delivered in
the presence of:
Illegible
- --------------------------------
Illegible /s/ Celestin Durand III
- -------------------------------- ----------------------------
Celestin Durand III
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 7th day of February, 1995,
before me, Robert M. Shannon, a notary in and for the State of
Florida, duly commissioned and sworn, personally came and appeared
Celestin 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/ Robert M. Shannon
--------------------------------
Notary Public
Robert M. Shannon
--------------------------------
Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
Robert S. Tocci, Treasurer and Chief Financial Officer of
International Recovery Corp., 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-3 Registration
Statement and all amendments thereto for International Recovery
Corp., 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 28th
day of February, 1995.
Sealed and delivered in
the presence of:
/s/ Maria Cert
- --------------------------------
/s/ Sonia Asencio /s/ Robert S. Tocci
- -------------------------------- ----------------------------
Robert S. Tocci
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 28th day of February, 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
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Notary Public
Sonia Asencio
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Name of Notary (Typed, Printed
or Stamped)
My Commission Expires:
