As filed with the Securities and Exchange Commission on January 9, 1998
REGISTRATION NO.__________
================================================================================
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 of Principal Executive Offices, including Zip Code)
1986 EMPLOYEE STOCK OPTION PLAN
(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, 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 (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE (2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 97,248 $6.55 $637,515 $194
share
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement covers 97,248 shares of Common Stock to be
issued under the 1986 Employee Stock Option Plan. In addition, this
registration statement covers an indeterminate number of additional shares
of Common Stock which may be issued under said plan as a result of a stock
split, stock dividend or other similar transaction.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based
upon the exercise price of 97,248 shares of Common Stock which may be
issued pursuant to options already granted under the plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
World Fuel Services Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Company with the Securities and Exchange Commission (the "Commission") under
Commission File No. 1-9533:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997.
(2) The Company's Quarterly Reports on Form 10-Q for the three and
six month periods ended June 30, 1997 and September 30, 1997,
respectively.
(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.
All documents 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 Business 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 director, officer, employee or agent of
the corporation or was or is serving at the request of the corporation as a
director, officer,
<PAGE>
employee or agent of another corporation or enterprise, against liability
incurred in connection with such proceeding, including any appeal thereof, 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 reasonable 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 proceeding 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, not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit including appeal thereof 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
Not applicable.
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
II-2
<PAGE>
24.(a) Power of Attorney of Jerrold Blair
24.(b) Power of Attorney of Carlos Abaunza
24.(c) Power of Attorney of Luis Tinoco
24.(d) Power of Attorney of Ralph R. Feuerring
24.(e) Power of Attorney of John R. Benbow
24.(f) Power of Attorney of Phillip S. Bradley
24.(g) Power of Attorney of Myles Klein
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
with or furnished to the Commission 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 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.
II-3
<PAGE>
(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 8th day of
January, 1998.
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
Board of Directors
- --------------------------
Ralph R. Weiser
President (Chief Executive
/S/ JERROLD BLAIR Officer) and Director January 8th, 1998
- ----------------------------
Jerrold Blair
/S/ CARLOS ABAUNZA Chief Financial Officer and January 8th, 1998
- ------------------------ Chief Accounting Officer
Carlos Abaunza
/S/ LUIS TINOCO* Director January 8th, 1998
- ------------------------
Luis Tinoco
/S/ RALPH R. FEUERRING* Director January 8th, 1998
- ------------------------
Ralph R. Feuerring
/S/ JOHN R. BENBOW* Director January 8th, 1998
- ------------------------
John R. Benbow
/S/ PHILLIP S. BRADLEY* Director January 8th, 1998
- ------------------------
Phillip S. Bradley
/S/ MYLES KLEIN* Director January 8th, 1998
- ------------------------
Myles Klein
Director
- ------------------------
Michael J. Kasbar
Director
- ------------------------
Paul Stebbins
*By: /S/ JERROLD BLAIR January 8th, 1998
---------------------
Jerrold Blair
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
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 Jerrold Blair
24.(b) Power of Attorney of Carlos Abaunza
24.(c) Power of Attorney of Luis Tinoco
24.(d) Power of Attorney of Ralph R. Feuerring
24.(e) Power of Attorney of John R. Benbow
24.(f) Power of Attorney of Phillip S. Bradley
24.(g) Power of Attorney of Myles Klein
EXHIBIT 5
SHUTTS & BOWEN LLP
January 8, 1998
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 97,248 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
<PAGE>
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents.
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)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated May 9, 1997, included in World Fuel Services Corporation's Form 10-K for
the year ended March 31, 1997, and to all references to our Firm included in
this Registration Statement.
/s/ Arthur Andersen LLP
Miami, Florida,
January 8, 1998.
EXHIBIT 23.(b)
SHUTTS & BOWEN LLP
January 8, 1998
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
EXHIBIT 24.(a)
POWER OF ATTORNEY
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 8th of January,
1998.
Sealed and delivered in
the presence of:
/s/ Carlos Abaunza
- ------------------------------------
/s/ Janet D. Rusakov /s/ Jerrold Blair
- ------------------------------------ ------------------------------------
Jerrold Blair
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Carlos Abaunza,
Chief Financial Officer 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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Janet D. Rusakov
- ------------------------------------
/s/ Elizabeth Poveda /s/ Carlos Abaunza
- ------------------------------------ ------------------------------------
Carlos Abaunza
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Carlos Abaunza, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(c)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned, Luis Tinoco, 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
January, 1998.
Sealed and delivered in
the presence of:
/s/ Raymond A. Guzman
- ------------------------------------
/s/ Richard White /s/ Luis Tinoco
- ------------------------------------ ------------------------------------
Luis Tinoco
State of Florida )
County of Dade )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Luis Tinoco, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(d)
POWER OF ATTORNEY
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 8th day of
January, 1998.
Sealed and delivered in
the presence of:
/s/ Giselt Matos
- ------------------------------------
/s/ Janet D. Rusakov /s/ Ralph R. Feuerring
- ------------------------------------ ------------------------------------
Ralph R. Feuerring
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(e)
POWER OF ATTORNEY
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 8th day of
January, 1998.
Sealed and delivered in
the presence of:
/s/ Raymond A. Guzman
- ------------------------------------
/s/ Richard White /s/ John R. Benbow
- ------------------------------------ ------------------------------------
John R. Benbow
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(f)
POWER OF ATTORNEY
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 8th day of
January, 1998.
Sealed and delivered in
the presence of:
/s/ Leopoldo Rivera
- ------------------------------------
/s/ Oscar Farinas /s/ Phillip S. Bradley
- ------------------------------------ ------------------------------------
Phillip S. Bradley
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Edith F.
Novoa, 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/ Edith F. Novoa
----------------------------------------------
Notary Public
EDITH F. NOVOA
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
EXHIBIT 24.(g)
POWER OF ATTORNEY
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 8th day of
January, 1998.
Sealed and delivered in
the presence of:
/s/ Joseph Gomez
- ------------------------------------
/s/ George Barreto /s/ Myles Klein
- ------------------------------------ ------------------------------------
Myles Klein
STATE OF FLORIDA )
COUNTY OF DADE )
BE IT KNOWN, that on the 8th of January, 1998, before me, Magda Abdo,
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/ Magda Abdo
----------------------------------------------
Notary Public
MAGDA ABDO
----------------------------------------------
Name of Notary (Typed, Printed or Stamped)
My Commission Expires:
