As filed with the Securities and Exchange Commission on August 6, 2009
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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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)
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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
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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
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Common Stock
$.01 par value 950,000 shares $ 43.53 $41,353,500 $ 2,308
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(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.
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EXPLANATORY NOTE
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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
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Ken Bakshi
/S/ JOACHIM HEEL Director August 6, 2009
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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
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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).
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
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
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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
