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): May 13, 2009 (May 11,
2009)
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
|
Virginia
|
001-09148
|
54-1317776
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer 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
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On May 11, 2009, The Brink’s Company
(the “Company”) issued a press release announcing that Michael J. Cazer, Vice
President and Chief Financial Officer of the Company, will become President of
Brink’s Europe, Middle East and Africa, effective August 1, 2009. The
Company also announced the hiring of Joseph Dziedzic, who, upon his pending
appointment as such by the Company’s Board of Directors, will succeed Mr. Cazer
as Vice President and Chief Financial Officer of the Company, effective August
1, 2009. A copy of the Company’s press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
On May 13, 2009, the Company, Brink’s,
Incorporated and Michael T. Dan amended Mr. Dan’s employment agreement dated as
of May 4, 1998, as amended as of March 8, 2002, March 8, 2006 and November 14,
2008 (as amended, the “Agreement”). The material terms of the
amendment include (1) expansion of the definition of “Due Cause,” (2)
modification of the definition of “Constructive Termination” to provide that any
material reduction of Mr. Dan’s salary will not constitute “Constructive
Termination” if such reduction is part of a broad-based salary reduction program
for executives of the Company and (3) reduction of the payment, from three times
to two times Mr. Dan’s salary, bonus and benefits, to be made to Mr. Dan in the
event his employment is terminated by the Company without Due Cause or he
resigns after Constructive Termination. The amendment also extends
the term of the Agreement to March 31, 2013 and updates Mr. Dan’s salary to
$1,107,250, which was his annual base salary rate established on March 1,
2008.
This description of the amendment to
Mr. Dan’s Agreement is qualified in its entirety by reference to the amendment,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form
8-K.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
|
10.1
|
Amendment
No. 4 to Employment Agreement among The Brink’s Company, Brink’s,
Incorporated and Michael T. Dan.
|
|
|
99.1
|
Press
Release, dated May 11, 2009, issued by The Brink’s
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:
May 13, 2009
|
By:
|
/s/
McAlister C. Marshall, II
|
|
|
McAlister
C. Marshall, II
Vice
President and Secretary
|
|||
EXHIBIT
INDEX
EXHIBIT DESCRIPTION
|
10.1
|
Amendment
No. 4 to Employment Agreement among The Brink’s Company, Brink’s,
Incorporated and Michael T. Dan.
|
|
99.1
|
Press
Release, dated May 11, 2009, issued by The Brink’s
Company.
|
0; EXHIBIT 10.1
AMENDMENT
NO. 4
to
EMPLOYMENT
AGREEMENT
dated May 4, 1998
by and
between
The
Brink’s Company (the “Company”),
Brink’s,
Incorporated
and
Michael
T. Dan (the “Executive”)
WHEREAS,
the Company, Brink’s, Incorporated and the Executive entered into an employment
agreement dated as of May 4, 1998, as amended as of March 8, 2002, March 8, 2006
and November 14, 2008 (the “Agreement”).
WHEREAS,
the Company, Brink’s Incorporated and the Executive desire to amend the
Agreement as set forth herein.
NOW,
THEREFORE, the Agreement is hereby amended as follows:
|
1.
|
The
first sentence of the second paragraph of Section 1 of the Agreement is
hereby amended by substituting the date “March 31, 2013” for the date
“March 31, 2010”.
|
|
2.
|
The
first sentence of Section 3(a) of the Agreement is hereby amended by
substituting the phrase “one million, one hundred seven thousand two
hundred fifty ($1,107,250)” for the phrase “one million, thirty-three
thousand five hundred
($1,033,500)”.
|
|
3.
|
Section
4(b)(ii) of the Agreement is hereby amended by substituting the date
“March 31, 2013” for the date “March 31,
2010”.
|
|
4.
|
The
fourth sentence of Section 4(c) of the Agreement is hereby deleted in its
entirety and replaced with the following
language:
|
“The term
‘Due Cause,’ as used herein, shall mean (i) embezzlement, theft or
misappropriation by the Executive of any property of the Company, (ii) the
Executive’s willful breach of any fiduciary duty to the Company, (iii) the
Executive’s willful failure or refusal to comply with laws or regulations
applicable to the Company and its business or the policies of the Company
governing the conduct of its employees, (iv) the Executive’s gross
incompetence
in the performance of the Executive’s job duties, (v) commission by the
Executive of a felony or of any crime involving moral turpitude, fraud or
misrepresentation, (vi) the failure of the Executive to perform duties
consistent with a commercially reasonable standard of care or (vii) any gross
negligence or willful misconduct of the Executive resulting in a loss to the
Company. ”
|
5.
|
Clause
(3) of the last sentence of Section 4(c) of the Agreement is hereby
deleted in its entirety and replaced with the following
language:
|
“delivery
to the Executive of a Notice of Termination from the Board finding that, in the
good faith opinion of three-quarters (3/4) or more of the Board, the Executive
acted in a manner described in one or more of clauses (i) through (vii) of the
definition of Due Cause above, and specifying the particulars thereof in
detail.”
|
6.
|
The
second sentence of Section 4(d) of the Agreement is hereby amended by
substituting the number “two” for the number “three” in each of the three
instances in which the number “three” appears in such
sentence.
|
|
7.
|
Section
4(e)(i) of the Agreement is hereby amended by adding the following
language at the end of such clause:
|
“;
provided that any such reduction shall not constitute a material breach by the
Company of this Agreement if such reduction is implemented as part of a
broad-based salary reduction program for executives of the Company”
|
8.
|
Except
as set forth herein, all other terms and conditions of the Agreement shall
remain in full force and effect.
|
2
IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of May 13,
2009.
|
THE BRINK'S
COMPANY,
|
|
|
<
/font> by
|
|
|
/s/
Frank T. Lennon
|
|
|
Name: Frank
T. Lennon
|
|
|
Title: Vice
President and
Chief Administrative
Officer
|
|
|
BRINK'S,
INCORPORATED,
|
|
|
by
|
|
|
/s/
Frank T. Lennon
|
|
|
Name: Frank T. Lennon
|
|
|
Title:
Vice
President
|
|
EXHIBIT
99.1
The Brink’s
Company
1801 Bayberry
Court
P.O. Box 18100
Richmond, VA 23226-8100 USA
Tel.
804.289.9600
Fax 804.289.9770
PRESS
RELEASE
Contact: FOR IMMEDIATE RELEASE
Investor
Relations
804.289.9709
THE BRINK’S COMPANY ANNOUNCES
MANAGEMENT CHANGES
CFO Cazer Appointed President of
Brink’s EMEA
Dziedzic Hired as New CFO
RICHMOND, Va., May 11,
2009 – The Brink’s Company (NYSE:BCO) today announced that Michael J.
Cazer, the company’s vice president and chief financial officer, will become
president of Brink’s Europe, Middle East and Africa (EMEA) effective August
1. The company also announced that Joseph Dziedzic will be appointed to
replace Cazer as vice president and chief financial officer on August 1.
To ensure a smooth transition, Dziedzic will join the company on May
25.
Cazer became chief financial officer of The Brink’s Company in 2008 after
a 20-year career at General Electric Company, where he served in a variety of
leadership positions including chief financial officer of GE Security.
Dziedzic also spent 20 years at General Electric, most recently as chief
financial officer of GE Aviation Services, one of the world’s leading suppliers
of aviation services. Dziedzic joined GE in 1989 and served in a variety
of other financial roles, including chief financial officer of GE Plastics
America. He earned a B.S. in economics from the University of
Louisville.
Michael T. Dan, chairman, president and chief executive officer of The
Brink’s Company, said: “We are excited about having Mike assume
responsibility for the
Brink’s EMEA region, which is critical to the long-term growth of our
company. We are equally excited that Joe has agreed to become part of the
Brink’s management team. I am confident that both of these leaders will
support our continued success.”
About The Brink’s
Company
The
Brink's Company (NYSE: BCO) is the world's premier provider of secure
transportation and cash management services. For more information, please visit
the Brink's website at http://www.brinkscompany.com or call toll free
877-275-7488.
###