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): June 16, 2005 THE BRINK'S COMPANY (Exact name of registrant as specified in its charter) Virginia 1-9148 54-1317776 -------- ------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1801 Bayberry Court P. O. Box 18100 Richmond, VA 23226-8100 (Address and zip code of principal executive offices) Registrant's telephone number, including area code: (804) 289-9600 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 (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting materials 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 3.02. Unregistered Sales of Equity Securities. In 1992, The Brink's Company (the "Company") established an irrevocable grantor trust (the "Trust") that provides a flexible structure to pre-fund a wide variety of compensation and benefit plans. Shares are issued by the Company to the Trust in exchange for a promissory note for the fair market value of the shares deposited. As shares are released from the Trust in connection with Company sponsored plans, the promissory note is effectively amortized. On June 16, 2005, 2.1 million shares of the Company's Common Stock, $1.00 par value per share, were issued to the Trust to provide shares for future issuance under certain of the Company's compensation and benefit plans in exchange for a promissory note for the fair market value of the shares, $67,095,000. The shares issued to the Trust are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 because the shares were privately placed. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Promissory Note, dated as of June 16, 2005, issued by the Trust in favor of the Company.
SIGNATURE 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. THE BRINK'S COMPANY (Registrant) Date: June 21, 2005 By: /s/ Austin F. Reed ------------------------- Austin F. Reed Vice President
EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Promissory Note, dated as of June 16, 2005, issued by the Trust in favor of the Company.
Exhibit 99.1 PROMISSORY NOTE Richmond, Virginia June 16, 2005 FOR VALUE RECEIVED, the undersigned, JPMorgan Chase Bank, National Association (formerly The Chase Manhattan Bank) (the "Trustee"), solely in its capacity as Trustee of The Brink's Company Employee Benefits Plan (the "Trust"), hereby promises on behalf of the Trust to pay to the order of The Brink's Company (the "Company"), at the Company's principal office at 1801 Bayberry Court, Richmond, Virginia 23226-8100, the sum of Sixty-Seven Million, Ninety-Five Thousand Dollars ($67,095,000) together with interest thereon as hereinafter set forth. Interest shall be paid (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance, at an interest rate of nine and a half percent (9.5%) per annum. Interest shall accrue from the date hereof on the unpaid balance, and shall be paid on each of March 1, June 1, September 1 and December 1, commencing on September 1, 2005. Principal (and accrued unpaid interest thereon) of this Note may be prepaid in whole or in part at any time and from time to time without penalty and may, in the manner set forth in the Trust Agreement, be forgiven. Each prepayment (or forgiveness) of principal shall be applied to reduce installments of principal thereafter due on the Note in the order of their scheduled maturities. Whenever a payment fall due on a Saturday, Sunday or public holiday, such payment shall be made on the next business day. Upon termination of the Trust, the entire unpaid balance of principal and interest shall be immediately payable. The Company shall, and is hereby authorized to, record on the schedule attached hereto as Schedule 1, or to otherwise record in accordance with its usual practice, the date and amount of each principal payment; provided, however, that the failure to do so shall not affect the Trust's obligation to pay amounts due hereunder. All payments received hereunder shall be applied in the following order: first, to the payment of any costs (including attorney fees) incurred by the holder hereto in collecting any amounts hereunder; second, to the payment of accrued but unpaid interest; and third, to the payment of the principal amount outstanding. This Note shall be governed by and construed under the laws of the State of New York. The Trust hereby waives presentment, demand, protest and notice of dishonor. This Note is issued by the Trust pursuant to the Trust Agreement, dated December 7, 1992, as amended, and is entitled to the benefits thereof. The Trustee is executing this Note solely in its capacity as Trustee of the Trust. The Trustee shall have no liability or obligation of any kind in its individual capacity to the Company or its successors as a result of the execution or issuance of this Note.
All payments of principal and interest in respect of this Note shall be made in transferable United States dollars in immediately available funds to the order of the holder hereof by wire transfer to such account at such financial institution as may be specified from time to time by the holder hereof to the Trustee in writing. Any failure of the holder to exercise any right, remedy or recourse shall not be deemed a waiver or release of same, such waiver or release or any other modification of any such right, remedy or recourse to be effective only if set forth in a written document executed by the holder and then only to the extent recited therein. A waiver or release with reference to one event shall not be construed as continuing, as a bar to or as a waiver or release of any subsequent event. The acceptance by the holder of payment hereunder that is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any right, remedy or recourse at that time or at any time, or nullify any prior exercise of any such right, remedy or recourse without the express written consent of the holder. Subject to the provisions hereof, and to the extent not inconsistent with applicable law, in the event of a default hereunder, the Trustee agrees to pay all reasonable costs of collection hereof when billed therefor, including reasonable attorneys fees, whether or not action shall be instituted to enforce this Note. JPMorgan Chase Bank, National Association, as Directed Trustee of The Brink's Company Employee Benefits Trust By: /s/ Peter J. Coghill ---------------------------------- Name: Peter J. Coghill ---------------------------------- Title: VP for JPMorgan Chase Bank, N.A. ---------------------------------- 2
SCHEDULE 1 Promissory Note --------------- Schedule of Payments and ------------------------ Amounts Outstanding ------------------- Total Remaining Date of Payment Amount of Payment Principal Amount Outstanding --------------- ----------------- ----------------------------