UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2009
WORLD FUEL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-9533 59-2459427
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
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9800 N.W. 41st Street, Suite 400
Miami 33178
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 428-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the approval of a 2-for-1 stock split of the common stock, par value $.01 per share (the "Common Stock") of World Fuel Services Corporation (the "Company"), the Board of Directors of the Company approved an amendment to Article IV of the Company's Restated Articles of Incorporation to increase the Company's authorized capital stock from 50 million shares of Common Stock to 100 million shares of Common Stock. The Restated Articles of Incorporation were amended effective November 18, 2009. A copy of the Articles of Amendment to the Restated Articles of Incorporation is filed herewith as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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3.1 Articles of Amendment to Restated Articles of
Incorporation, dated November 17, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 23, 2009 World Fuel Services Corporation
/s/ R. Alexander Lake
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R. Alexander Lake
General Counsel and Corporate Secretary
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EXHIBIT INDEX
Exhibit Description
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3.1 Articles of Amendment to Restated Articles of
Incorporation, dated November 17, 2009.
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
WORLD FUEL SERVICES CORPORATION
1. The name of the corporation is World Fuel Services Corporation (the "Corporation").
2. The Corporation's Board of Directors approved a division of its common stock, $.01 par value per share (the "Common Stock"), and these Articles of Amendment at a meeting held on November 17, 2009. Pursuant to Section 607.10025 of the Florida Business Corporation Act, no shareholder approval is necessary to effectuate the division or these Articles of Amendment.
3. Neither the division nor the Articles of Amendment will adversely affect the rights or preferences of the holders of outstanding shares of any class or series and neither will result in the percentage of authorized shares that remain unissued after the division or Articles of Amendment exceeding the percentage of authorized shares that were unissued before the division or Articles of Amendment.
4. The Corporation will divide each of its shares of Common Stock outstanding as of November 30, 2009 into two shares of Common Stock.
5. In connection with the division, the Corporation hereby amends Article IV(A) of the Restated Articles of Incorporation of the Corporation to read as follows:
"ARTICLE IV - CAPITAL STOCK
A. Common Stock: The Corporation is authorized to issue 100,000,000 shares of one cent ($.01) par value common stock, which shall be designated "Common Stock." Except as provided by Section B hereof or otherwise by law, the entire voting power for the election of directors and for all other purposes shall be vested exclusively in the holders of the Common Stock."
6. The division will become effective December 7, 2009.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by a duly authorized officer as of November 17, 2009.
WORLD FUEL SERVICES
CORPORATION
By: /s/ Michael J. Kasbar
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Michael J. Kasbar
President and Chief Operating
Officer
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