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): February 3, 2005 (January 31, 2005)

 

 

WORLD FUEL SERVICES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Florida   1-9533   59-2459427

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

9800 N.W. 41 st 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

 

In connection with its approval of a 2-for-1 split of the Company’s Common Stock, the Company’s Board of Directors approved an amendment to Article IV of the Company’s Articles of Incorporation to increase the authorized capital stock of the Company from 25 million shares of Common Stock to 50 million shares of Common Stock. The Articles of Incorporation were amended effective January 31, 2005. A copy of the Amendment to the Articles of Incorporation, as well as a complete copy of the Articles of Incorporation, as amended, are filed herewith as Exhibits 99.1 and 99.2, respectively.

 

Item 9.01. Financial Statements and Exhibits

 

  (c) Exhibits

 

Exhibit No.
 

Description

99.1   Articles of Amendment dated January 31, 2005.
99.2   Articles of Incorporation of World Fuel Services Corporation, as amended January 31, 2005.

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: February 3, 2005

  World Fuel Services Corporation
   

/s/ Michael J. Kasbar

   

Michael J. Kasbar

   

President and Chief Operating Officer

 

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Exhibit 99.1

 

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

WORLD FUEL SERVICES CORPORATION

 

Pursuant to Section 607.10025(2) of the Florida Business Corporation Act (the “Act”), World Fuel Services Corporation, a Florida corporation (the “Corporation”), hereby amends Article IV(A) of the Articles of Incorporation of the Corporation (the “Articles”) to read as follows:

 

“ARTICLE IV - CAPITAL STOCK

 

A. Common Stock : The Corporation is authorized to issue 50,000,000 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.

 

Article IV(B) of the Articles is not amended hereby and shall remain in effect as currently written. The foregoing amendment to the Articles was approved and adopted by unanimous written consent of all of the Directors of the Corporation on January 19, 2005. Pursuant to Section 607.10025(2) of the Act, shareholder approval is not required for this Amendment.

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed by a duly authorized officer as of January 31, 2005.

 

WORLD FUEL SERVICES CORPORATION

By:

 

/s/ Michael J. Kasbar

   

Michael J. Kasbar, President

Exhibit 99.2

 

RESTATED ARTICLES OF INCORPORATION

 

OF

 

WORLD FUEL SERVICES CORPORATION

 

In compliance with Section 607.1007, Florida Statutes, World Fuel Services Corporation hereby restates its Articles of Incorporation in their entirety as follows:

 

ARTICLE I - NAME

 

The name of this Corporation is World Fuel Services Corporation.

 

ARTICLE II - DURATION

 

This Corporation shall have perpetual existence.

 

ARTICLE III - PURPOSE

 

The Corporation may engage in any activity or business permitted under the laws of the United States and of the State of Florida.

 

ARTICLE IV - CAPITAL STOCK

 

A. Common Stock : The Corporation is authorized to issue 50,000,000 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.

 

B. Preferred Stock : The Corporation is authorized to issue 100,000 shares of one dollar ($1.00) par value series preferred stock, which shall be designated “Preferred Stock.” The Board of Directors is authorized to amend these Articles of Incorporation from time to time to divide the Preferred Stock into series and to determine the number of shares of each such series and the relative rights, preferences and limitations of the shares of each such series. Whenever the Board of Directors acts under the preceding sentence, it shall adopt a resolution setting forth its actions and stating the designations and number of shares, and the relative rights, preferences and limitations of the shares of each series thereby created or with respect to which it has made a determination or change, which rights, preferences and limitations may differ with respect to the various series, and shall execute and file in the office of the Secretary of State a Certificate of Amendment to the Articles of Incorporation, as provided by law, with respect to such actions. Without limiting the foregoing, the Board of Directors is expressly authorized to so fix and determine, with respect to each series:

 

  (1) The number of shares which shall constitute that series and the name or designation of that series;

  (2) The rate and times at which dividends on that series shall be paid, and whether and the extent to which such dividends shall be cumulative or non cumulative;

 

  (3) The right or rights, if any, of the holders of shares of that series to receive dividends payable on a parity with or in preference to the dividends payable on shares of any other class or series;

 

  (4) The preferential rights of the holders of shares of that series upon the liquidation of, or upon any distribution of the assets of, the Corporation;

 

  (5) The terms, if any, upon which the holders of the shares of that series may convert such shares into shares of any class or classes or of any series of any class or classes;

 

  (6) The terms and conditions, if any, on which shares of that series may be redeemed, including the redemption price or prices and the period or periods of such redemption;

 

  (7) The terms or amount of any sinking fund or purchase fund for the purchase or redemption of shares of that series;

 

  (8) Voting rights, if any, of the shares of that series; and

 

  (9) Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Florida.

 

ARTICLE V - REGISTERED OFFICE AND AGENT

 

The name and street address of the registered agent and office of this Corporation is CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

 

ARTICLE VI - BOARD OF DIRECTORS

 

This Corporation shall initially have five (5) Directors. The number of Directors may be increased or diminished from time to time by the By-Laws but shall never be less than one (1).

 

ARTICLE VII - BY LAWS

 

The By-Laws of this Corporation may be adopted, altered, amended or repealed by either the Stockholders or Directors.

 

ARTICLE VIII - INDEMNIFICATION

 

The Corporation shall indemnify any Officer or Director, or any former Officer or Director, to the full extent permitted by law.

 

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ARTICLE IX - AMENDMENT

 

This Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation, in accordance with the provisions of the Florida General Corporation Act.

 

 

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