-----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, PGt+vLDlRmMhuTLExgekcOzFLvds0MSVUo+UvNLG69IZ/gbxuQXQk9yyUH43tUcR UonM8T074sRjer3FjHIjwQ== 0001157523-09-005732.txt : 20090806 0001157523-09-005732.hdr.sgml : 20090806 20090806132107 ACCESSION NUMBER: 0001157523-09-005732 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090806 DATE AS OF CHANGE: 20090806 EFFECTIVENESS DATE: 20090806 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-161099 FILM NUMBER: 09990881 BUSINESS ADDRESS: STREET 1: 9800 N.W. 41ST STREET STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 305-428-8001 MAIL ADDRESS: STREET 1: 9800 N.W. 41ST STREET STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL RECOVERY CORP DATE OF NAME CHANGE: 19920703 S-8 1 a6020075.txt WORLD FUEL SERVICES CORPORATION 2006 OMNIBUS PLAN S-8 As filed with the Securities and Exchange Commission on August 6, 2009 Registration No. 333-__________ ================================================================================ 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 of (I.R.S. Employer incorporation or organization) Identification No.) 9800 NW 41st Street, Suite 400 Miami, Florida 33178 (Address of Principal Executive Offices) (Zip Code) World Fuel Services Corporation 2006 Omnibus Plan (Full title of the plan) ---------------------- R. Alexander Lake General Counsel and Corporate Secretary World Fuel Services Corporation 9800 NW 41st Street, Suite 400 Miami, Florida 33178 (Name and address of agent for service) (305) 428-8000 (Telephone number, including area code, of agent for service) -------------------- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
CALCULATION OF REGISTRATION FEE ==================================================================================================== Proposed Proposed maximum Title of securities Amount to maximum offering aggregate offering Amount of to be registered be registered (1) price per share (2) price (2) registration fee - ---------------------------------------------------------------------------------------------------- Common Stock $.01 par value 950,000 shares $ 43.53 $41,353,500 $ 2,308 ==================================================================================================== (1) This Registration Statement represents 950,000 shares of the Registrant's Common Stock, par value $.01 per share, to be issued under the World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated (the "Plan"). In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement covers an indeterminate amount of additional shares of the Registrant's Common Stock that may be issued under the Plan as a result of any stock split, stock dividend, recapitalization or other similar transaction. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of the Registrant's Common Stock on the New York Stock Exchange on July 30, 2009. ====================================================================================================
EXPLANATORY NOTE ---------------- This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 950,000 shares of common stock, par value $.01 per share (the "Common Stock"), of World Fuel Services Corporation (the "Company" or the "Registrant") that may be issued pursuant to the World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated (the "Plan"). On May 29, 2009, the Company's shareholders approved the addition of these shares to the Plan at the Company's annual meeting of shareholders. The contents of the Company's Registration Statement on Form S-8 (Registration No. 333-144379) filed with the Securities and Exchange Commission (the "Commission") on July 6, 2007 relating to the Plan are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which were filed by the Company with the Commission, and any future filings made by the Company under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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 in this Registration Statement and to be a part hereof from the date of the filing of such documents (such documents, and the documents enumerated below, being hereinafter referred to as "Incorporated Documents"): 1. Annual report on Form 10-K for the fiscal year ended December 31, 2008 filed with the Commission on February 26, 2009; 2. Quarterly report on Form 10-Q for the quarter ended March 31, 2009 filed with the Commission on May 7, 2009; 3. Current reports on Form 8-K filed with the Commission on June 10 and 16, 2009; and 4. The description of the Company's Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on July 27, 1990. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. Exhibits 4.1 World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated (incorporated by reference herein to Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed on April 27, 2009). 5.1 Opinion of Ada D. Sarmento, Senior Counsel and Assistant Corporate Secretary of World Fuel Services Corporation. 23.1 Consent of Ada D. Sarmento, Senior Counsel and Assistant Corporate Secretary of World Fuel Services Corporation (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on the signature page of this Registration Statement). 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, State of Florida, on August 6, 2009. WORLD FUEL SERVICES CORPORATION By: /S/ R. ALEXANDER LAKE -------------------------------- R. Alexander Lake General Counsel and Corporate Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul H. Stebbins and Michael J. Kasbar, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act of 1933, as amended, and any and all amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statements filed pursuant to Rule 462 under the Securities Act of 1933, as amended, increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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/ PAUL H. STEBBINS Chairman of the Board of Directors and - --------------------------------------------- Chief Executive Officer (Principal August 6, 2009 Paul H. Stebbins Executive Officer) /S/ MICHAEL J. KASBAR President and Chief Operating Officer August 6, 2009 - --------------------------------------------- Michael J. Kasbar /S/ IRA M. BIRNS Executive Vice President and Chief August 6, 2009 - --------------------------------------------- Financial Officer Ira M. Birns (Principal Financial Officer)
/S/ PAUL M. NOBEL Senior Vice President and Chief August 6, 2009 - --------------------------------------------- Accounting Officer Paul M. Nobel (Principal Accounting Officer) /S/ KEN BAKSHI Director August 6, 2009 - --------------------------------------------- Ken Bakshi /S/ JOACHIM HEEL Director August 6, 2009 - --------------------------------------------- Joachim Heel /S/ RICHARD A. KASSAR Director August 6, 2009 - --------------------------------------------- Richard A. Kassar /S/ MYLES KLEIN Director August 6, 2009 - --------------------------------------------- Myles Klein /S/ J. THOMAS PRESBY Director August 6, 2009 - --------------------------------------------- J. Thomas Presby /S/ STEPHEN K. RODDENBERRY Director August 6, 2009 - --------------------------------------------- Stephen K. Roddenberry
INDEX TO EXHIBITS 4.1 World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated (incorporated by reference herein to Appendix A to the Registrant's Proxy Statement on Schedule 14A filed on April 27, 2009). 5.1 Opinion of Ada D. Sarmento, Senior Counsel and Assistant Corporate Secretary of World Fuel Services Corporation. 23.1 Consent of Ada D. Sarmento, Senior Counsel and Assistant Corporate Secretary of World Fuel Services Corporation (included in Exhibit 5.1). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1 Powers of Attorney (included on the signature page of this Registration Statement). EX-5.1 2 a6020075ex5_1.txt EXHIBIT 5.1 Exhibit 5.1 WORLD FUEL SERVICES CORPORATION 9800 NW 41st Street, Suite 400, Miami, FL 33178 tel 305.428.8000 fax 305.392.5600 www.wfscorp.com August 6, 2009 World Fuel Services Corporation 9800 NW 41st Street, Suite 400 Miami, Florida 33178 Ladies and Gentlemen: I am Senior Counsel and Assistant Corporate Secretary of World Fuel Services Corporation, a Florida corporation (the "Company"), and have acted in such capacity in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 950,000 shares (the "Shares") of the Company's common stock, $.01 par value, to be offered pursuant to the World Fuel Services Corporation 2006 Omnibus Plan, as amended and restated (the "Plan"). In connection therewith, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Restated Articles of Incorporation of the Company and the By-Laws of the Company, each as amended and restated, (ii) the Plan, (iii) all pertinent records of the meetings of the Board of Directors and shareholders of the Company and (iv) such other documents, instruments and corporate records as I have deemed necessary or appropriate for the expression of the opinions contained herein. I have also examined the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to the Shares. I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined. Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized for issuance and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable. The opinions expressed herein relate solely to, are based solely upon and are limited exclusively to, the substantive laws of the state of Florida, including judicial interpretations of such laws and the federal laws of the United States of America, to the extent applicable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Ada D. Sarmento Ada D. Sarmento EX-23.2 3 a6020075ex23_2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM ------------------------------------------------------------------ We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2009 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in World Fuel Services Corporation's Annual Report on Form 10-K for the year ended December 31, 2008. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Miami, Florida August 6, 2009 -----END PRIVACY-ENHANCED MESSAGE-----