As
filed with the Securities and Exchange Commission on March 30, 2009
Registration
No. 333 -
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF
1933
The Brink’s Company
(Exact
name of registrant as specified in its charter)
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Virginia
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54-1317776
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(State or other jurisdiction
of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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1801
Bayberry Court
P.O.
Box 18100
Richmond,
Virginia 23226-8100
(Address
of Principal Executive Offices)
The
Brink’s Company 2005 Equity Incentive Plan
Non-Employee
Directors’ Stock Option Plan
(Full
title of the plan)
McAlister
C. Marshall, II, Esq.
Vice
President, General Counsel and Secretary
The
Brink’s Company
1801
Bayberry Court
P.O.
Box 18100
Richmond,
Virginia 23226-8100
(804)
289-9600
(Name,
address, including zip code, and 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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b2 of the Exchange Act.
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Accelerated
filer o
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Non-accelerated
filer o
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(Do not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION
OF REGISTRATION FEE
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Title of
securities to be
registered
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Amount to
be registered(1)
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Proposed
maximum offering
price
per
share(2)
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Proposed
maximum aggregate
offering
price(2)
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Amount
of
registration
fee(2)
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Common
Stock, par value $1.00 per share
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1,288,887
Shares
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$26.60
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$
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34,284,394
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$
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1,914
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Common
Stock, par value $1.00 per share
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1,098
Shares
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$26.60
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$
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29,207
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$
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2
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(1)
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Pursuant
to Rule 416(a) the number of shares of Common Stock registered hereunder
includes such indeterminate number of additional shares of Common Stock as
may be offered or issued in the future to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
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(2)
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Estimated
solely for the purpose of computing the registration fee. This amount was
calculated pursuant to Rule 457(h) under the Securities Act of 1933 on the
basis of $26.60 per share, which was the average of the high and low
prices of the Common Stock on the New York Stock Exchange on March 25,
2009.
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REGISTRATION
OF ADDITIONAL SECURITIES
The
Brink’s Company (the “Company”) is hereby registering 1,288,887 additional
shares of its common stock, par value $1.00 per share (the “Common Stock”), for
issuance under The Brink’s Company 2005 Equity Incentive Plan (the “2005 Equity
Plan”). The registration statement on Form S-8 (Registration No. 333-133073, the
“Prior 2005 Equity Plan Registration Statement”), as filed with the Securities
and Exchange Commission on April 7, 2006, relating to the same class of
securities and the same benefit plan is currently effective and, in
accordance with Instruction E of the General Instructions to Form S-8, the
contents of the Prior 2005 Equity Plan Registration Statement, to the extent
they relate to the 2005 Equity Plan and the shares of Common Stock issuable
thereunder, are incorporated herein by reference.
In
addition, the Company is hereby registering 1,098 additional shares of Common
Stock, for issuance under The Brink’s Company Non-Employee Directors’ Stock
Option Plan (the “Directors’ Option Plan”). The registration statement on Form
S-8 (Registration No. 333-70772, the “Prior Directors’ Option Plan Registration
Statement”), as filed with the Securities and Exchange Commission on October 2,
2001, relating to the same class of securities and the same benefit plan is
currently effective and, in accordance with Instruction E of the General
Instructions to Form S-8, the contents of the Prior Directors’ Option Plan
Registration Statement, to the extent they relate to the Directors’ Option Plan
and the shares of Common Stock issuable thereunder, are incorporated herein by
reference.
Item
5. Interests
of Named Experts and Counsel
Certain
legal matters regarding shares of Common Stock will be passed upon for the
Company by McAlister C. Marshall, II, Esq., Vice President, General Counsel and
Secretary of the Company. Mr. Marshall beneficially owns 880 shares of the
Common Stock and he holds options to purchase Common Stock and units
representing Common Stock.
Item
8. Exhibits
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Exhibit No.
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Description
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4.1
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Amended
and Restated Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K
filed November 20, 2007 (File No. 1-9148)).
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4.2
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Amended
and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed March 10,
2009 (File No. 1-9148)).
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4.3
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2005
Equity Incentive Plan, as amended and restated effective November 14, 2008
(incorporated herein by reference to Exhibit 10(f) to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 (File No.
1-9148)).
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4.4
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Non-Employee
Directors’ Stock Option Plan, as amended and restated as of July 8, 2005
(incorporated herein by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File
No. 1-9148)).
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5.1
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Opinion
of McAlister C. Marshall, II, Esq., regarding Common
Stock.
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23.1
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Consent
of McAlister C. Marshall, II, Esq. (included in the opinion filed as
Exhibit 5.1).
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23.2
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Consent
of Independent Registered Public Accounting Firm.
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24.1
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Powers
of Attorney.
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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 County of
Henrico, Commonwealth of Virginia, on the 30th day of March, 2009.
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THE
BRINK’S COMPANY
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(Registrant)
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By: |
/s/ McAlister C. Marshall,
II
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Name: |
McAlister
C. Marshall, II
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Title: |
Vice
President, General Counsel and
Secretary
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SIGNATURES
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 date
indicated.
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Signature
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Title
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Date
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/s/
Michael T. Dan
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Director,
Chairman of the Board,
President
and Chief Executive
Officer
(Principal Executive Officer)
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March
30, 2009
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Michael
T. Dan
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/s/
Michael J. Cazer
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Vice
President and Chief Financial
Officer
(Principal Financial Officer)
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March
30, 2009
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Michael
J. Cazer
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/s/
Matthew A.P. Schumacher
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Controller
(Principal
Accounting Officer)
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March
30, 2009
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Matthew
A.P. Schumacher
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*
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Director
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March
30, 2009
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Roger
G. Ackerman
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*
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Director
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March
30, 2009
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Betty
C. Alewine
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*
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Director
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March
30, 2009
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James
R. Barker
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*
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Director
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March
30, 2009
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Marc
C. Breslawsky
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*
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Director
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March
30, 2009
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Michael
J. Herling
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*
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Director
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March
30, 2009
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Thomas
R. Hudson Jr.
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*
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Director
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March
30, 2009
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Murray
D. Martin
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Director
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Thomas
C. Schievelbein
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*
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Director
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March
30, 2009
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Robert
J. Strang
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*
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Director
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March
30, 2009
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Ronald
L. Turner
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*
By:
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/s/
Michael T. Dan
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Michael
T. Dan, Attorney-in-Fact
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EXHIBIT
INDEX
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Exhibit No.
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Description
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4.1
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Amended
and Restated Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K
filed November 20, 2007 (File No. 1-9148)).
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4.2
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Amended
and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed March 10,
2009 (File No. 1-9148)).
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4.3
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2005
Equity Incentive Plan, as amended and restated effective November 14, 2008
(incorporated herein by reference to Exhibit 10(f) to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2008 (File No.
1-9148)).
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4.4
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Non-Employee
Directors’ Stock Option Plan, as amended and restated as of July 8, 2005
(incorporated herein by reference to Exhibit 10.2 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (File
No. 1-9148)).
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5.1
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Opinion
of McAlister C. Marshall, II, Esq., regarding Common
Stock.
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23.1
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Consent
of McAlister C. Marshall, II, Esq. (included in the opinion filed as
Exhibit 5.1).
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23.2
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Consent
of Independent Registered Public Accounting Firm.
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24.1
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Powers
of Attorney.
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EXHIBIT
5.1
[LETTERHEAD
OF McALISTER C. MARSHALL, II]
March 30,
2009
The
Brink’s Company
1801
Bayberry Court
P. O. Box
18100
Richmond,
VA 23226-8100
Registration
Statement on Form S-8
The
Brink’s Company 2005 Equity Incentive Plan
and Non-Employee Directors’ Stock
Option Plan
Ladies
and Gentlemen:
As
General Counsel of The Brink’s Company (the “Company”), I have acted as counsel
to the Company in connection with the Registration Statement on Form S-8 (the
“Registration Statement”) for The Brink’s Company 2005 Equity Incentive Plan
(the “2005 Equity Plan”) and Non-Employee Directors’ Stock Option Plan (the
“Directors’ Option Plan”) being filed under the Securities Act of 1933, as
amended (the “Act”), on or about the date of this letter, to register 1,288,887
additional shares of the Company’s common stock, par value $1.00 per share,
which may be issued from time to time pursuant to the 2005 Equity Plan, and
1,098 shares of the Company’s common stock, par value $1.00 per share, which may
be issued from time to time pursuant to the Directors’ Option Plan
(collectively, the “Common Stock”).
I am
familiar with the Registration Statement and the exhibits thereto. I, or
attorneys under my supervision, have also examined originals or copies,
certified or otherwise, of such other documents, evidence of corporate action
and instruments, as I have deemed necessary or advisable for the purpose of
rendering this opinion. As to questions of fact relevant to this opinion, I have
relied upon certificates or written statements from officers and other
appropriate representatives of the Company and its subsidiaries or public
officials. In all such examinations, I have assumed the genuineness of all
signatures, the authority to sign and the authenticity of all documents
submitted to me as originals. I have also assumed the conformity to the original
of all documents submitted to me as copies.
Based
upon and subject to the foregoing, I am of the opinion that:
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1.
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The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the Commonwealth of
Virginia.
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2.
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The
shares of Common Stock have been duly authorized and, when offered and
sold as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
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I hereby
consent to the use of my name in the Registration Statement and to the filing,
as an exhibit to the Registration Statement, of this opinion. In giving this
consent, I do not hereby 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.
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Sincerely,
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/s/
McAlister C. Marshall, II
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McAlister
C. Marshall, II
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General
Counsel
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EXHIBIT
23.2
Consent
of Independent Registered Public Accounting Firm
The Board
of Directors
The
Brink’s Company:
We
consent to use of our reports dated March 2, 2009, with respect to the
consolidated balance sheets of The Brink’s Company and subsidiaries as of
December 31, 2008 and 2007, and the related consolidated statements of income,
comprehensive income (loss), shareholders’ equity and cash flows for each of the
years in the three-year period ended December 31, 2008, and the effectiveness of
internal control over financial reporting as of December 31, 2008, which reports
appear in the December 31, 2008 annual report on Form 10-K of The Brink’s
Company, incorporated herein by reference.
Our
report relating to the consolidated financial statements refers to the Company’s
adoption of the provisions of Financial Accounting Standards Board
Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, effective January 1, 2007, Statement of Financial Accounting
Standards No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, effective December
31, 2006, and Securities and Exchange Commission Staff Accounting Bulletin
No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements, effective December 31, 2006.
/s/ KPMG
LLP
Richmond,
Virginia
March 27,
2009
EXHIBIT
24.1
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
January, 2009.
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/s/
Roger G. Ackerman
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Roger
G. Ackerman
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POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), her true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign her name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 30th day of
January, 2009.
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/s/
Betty C. Alewine
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Betty
C. Alewine
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POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 22nd day of
January, 2009.
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/s/
James R. Barker
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James
R. Barker
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POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 17th day of
January, 2009.
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/s/
Marc C. Breslawsky
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Marc
C. Breslawsky
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POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 20th day of
January, 2009.
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/s/
Michael J. Herling
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|
|
Michael
J. Herling
|
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 21st day of
January, 2009.
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/s/
Thomas R. Hudson Jr.
|
|
|
Thomas
R. Hudson Jr.
|
POWER OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 18th day of
January, 2009.
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/s/
Murray D. Martin
|
|
|
Murray
D. Martin
|
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 20th day of
January, 2009.
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/s/
Robert J. Strang
|
|
|
Robert
J. Strang
|
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint
Michael T. Dan, McAlister C. Marshall, II and Michael J. Cazer, and each of them
(with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Brink’s Company, a Virginia corporation
(the “Company”), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company’s Registration
Statement on Form S-8 relating to The Brink’s Company 2005 Equity Incentive Plan
and the Non-Employee Directors’ Stock Option Plan (the “Form S-8”), including
specifically, but without limitation, power and authority to sign his name as an
officer and/or director of the Company, as the case may be, to the Form S-8 or
any amendments thereto; and the undersigned does hereby ratify and confirm all
that said attorneys shall do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, I have hereunto set my hand this 21st day of
January, 2009.
|
/s/
Ronald L. Turner
|
|
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Ronald
L. Turner
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