form8-k.htm
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): October 8, 2008
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
Virginia
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1-9148
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54-1317776
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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.):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
October 8, 2008, The Brink’s Company (the “Company”) issued a press release in
connection with the announcement of the effectiveness of the Registration
Statement on Form 10 relating to the spin-off the Brink’s Home Security business
to the Company’s shareholders (the “Spin-Off”). This release is furnished as
Exhibit 99.1 hereto, and is incorporated herein by reference.
On
September 29, 2008, the Company furnished a slide presentation used in
connection with the road show for the Spin-Off. A copy of one changed
slide is furnished as Exhibit 99.2 hereto, and is incorporated herein by
reference.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press
Release, dated October 8, 2008, issued by The Brink’s
Company.
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99.2
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Changed
slide for presentation by The Brink’s
Company.
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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.
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THE BRINK'S
COMPANY
(Registrant)
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Date:
October 8, 2008 |
By: |
/s/ McAlister
C. Marshall, II |
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McAlister
C. Marshall, II |
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Vice
President and Secretary |
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ex99-1.htm
Exhibit
99.1
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The Brink’s
Company
1801 Bayberry
Court
P.O. Box
18100
Richmond, VA
23226-8100 USA
Tel.
804.289.9600
Fax
804.289.9770
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Contact:
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FOR
IMMEDIATE RELEASE
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Investor
Relations
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804.289.9709
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BHS
HOLDINGS REGISTRATION STATEMENT DECLARED EFFECTIVE BY SEC
Spin-Off
of Home Security Unit Expected on October 31
RICHMOND,
Va. October 8, 2008 –
The Brink’s Company (NYSE: BCO) (Brink’s), a global leader in
security-related services, today announced that the Form 10 registration
statement filed by its subsidiary, Brink’s Home Security Holdings, Inc. (BHS
Holdings), has been declared effective by the Securities and Exchange Commission
(SEC). The Form 10 was filed in connection with the planned spin-off
of The Brink’s Company’s home security unit and contains information regarding
the spin-off, including certain agreements that will be entered into between
Brink’s and BHS Holdings. BHS Holdings will file periodic reports and
other documents as required by the federal securities laws and
regulations.
On
September 12, 2008, Brink’s announced that its board of directors approved
the distribution of all outstanding shares of common stock of BHS Holdings to
Brink’s shareholders. On October 31, 2008, the expected date of the
distribution, Brink’s shareholders will receive one share of BHS Holdings common
stock for each share of Brink’s common stock they own that was outstanding at
the close of business on October 21, 2008, the record date with respect to the
distribution. BHS Holdings will trade on the New York Stock Exchange
(NYSE) under the symbol “CFL.”
A
copy of the Form 10 and other SEC filings related to the spin-off are available
on the SEC's web site (www.sec.gov) and at
the SEC's public reference room at 100 F Street NE, Room 1580, Washington, DC
20549.
About
The Brink’s Company
The Brink's Company
(NYSE: BCO) is a global leader in security-related services that operates two
businesses: Brink's, Incorporated and Brink's Home Security,
Inc. Brink's, Incorporated is the world's premier provider of secure
transportation and cash management services. Brink's Home Security,
Inc. is one of the largest and most successful security alarm monitoring
companies in North America. For more information, please visit the
Brink's website at www.brinkscompany.com or call toll free
877-275-7488.
Forward-Looking
Statements
This release
contains both historical and forward-looking information about the anticipated
spin-off of BHS Holdings. Words such as “anticipates,” “estimates,”
“expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and
similar expressions may identify forward-looking information. The
forward-looking information in this document is subject to known and unknown
risks, uncertainties and contingencies, which could cause actual results,
performance or achievements to differ materially from those that are
anticipated. Additional discussion of factors that could affect the
future results of Brink’s is contained in the periodic filings of Brink’s with
the SEC and the Registration Statement on Form 10 filed by BHS
Holdings. All forward-looking information should be evaluated in the
context of these risks, uncertainties and contingencies. The
information included in this release is representative only as of the date of
this release, and Brink’s undertakes no obligation to update any information
contained in this release.
ex99-2.htm
21
Strong Financial
Performance
Execution Creates Value
($)
Note: (1) $100 invested on December
31, 2001 in stock or index. Includes reinvestment of
dividends
Cumulative Stock Total
Return (1)
Exhibit
99.2