-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fbbupj6JBkJw0iuei/N2++fYhRK01kojmnDOVZKRdwMRbfsWO+mY96SP/UrKS08V wB+o8TJFZi0FmtfswKt9yg== 0000950170-98-000024.txt : 19980112 0000950170-98-000024.hdr.sgml : 19980112 ACCESSION NUMBER: 0000950170-98-000024 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19980109 EFFECTIVENESS DATE: 19980109 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD FUEL SERVICES CORP CENTRAL INDEX KEY: 0000789460 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 592459427 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43967 FILM NUMBER: 98503744 BUSINESS ADDRESS: STREET 1: 700 S ROYAL POINCIANA BLVD STREET 2: STE 800 CITY: MIAMI SPRINGS STATE: FL ZIP: 33166 BUSINESS PHONE: 3058842001 MAIL ADDRESS: STREET 1: 700 SOUTH ROYAL POINCIANA STREET 2: STE 800 CITY: MIAMI SPRINGS STATE: FL ZIP: 33166 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL RECOVERY CORP DATE OF NAME CHANGE: 19920703 S-8 1 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 -----------------------------
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) - -------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per 97,248 $6.55 $637,515 $194 share - --------------------------------------------------------------------------------------------------------------------------------
(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. 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, 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 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 (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 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 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 EX-5 2 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 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 EX-23.(A) 3 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. EX-23.(B) 4 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 EX-24.(A) 5 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: EX-24.(B) 6 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: EX-24.(C) 7 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: EX-24.(D) 8 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: EX-24.(E) 9 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: EX-24.(F) 10 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: EX-24.(G) 11 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: -----END PRIVACY-ENHANCED MESSAGE-----