As filed with the Securities and Exchange Commission on October 12, 2007
Registration No. 333-120254
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
The Brink’s Company
(Exact name of registrant as specified in its charter)
| Virginia | 54-1317776 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1801 Bayberry Court
P.O. Box 18100
Richmond, Virginia 23226-8100
(Address of Principal Executive Offices)
1994 Employee Stock Purchase Plan of The Brink’s Company
(Full title of the plan)
Austin F. Reed, 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)
With a copy to:
Louanna O. Heuhsen, Esq.
W. Lake Taylor, Jr., Esq.
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
DEREGISTRATION OF SECURITIES
The Brink’s Company (the “Company”) registered 500,000 additional shares of its common stock, par value $1.00 per share (“Common Stock”), for issuance under the 1994 Employee Stock Purchase Plan of The Brink’s Company (the “1994 Plan”) pursuant to Registration Statement on Form S-8 (Registration No. 333-120254) filed with the Securities and Exchange Commission on November 5, 2004 (the “Registration Statement”). The Company has terminated the 1994 Plan and will not issue any additional shares of Common Stock under the 1994 Plan. The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration 390,873 shares of Common Stock registered for issuance under the 1994 Plan pursuant to the Registration Statement.
| Item 8. | Exhibits |
| Exhibit No. | Description | |
| 24.1 | Power of Attorney. | |
| 24.2* | Powers of Attorney. | |
| * | Previously filed as Exhibit 24 to the Registration Statement. |
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on the 12th day of October, 2007.
| THE BRINK’S COMPANY | ||
| (Registrant) | ||
| By: | /s/ Austin F. Reed | |
| Name: | Austin F. Reed | |
| Title: | Vice President, General Counsel and Secretary | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Michael T. Dan |
Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
October 12, 2007 | ||
| Michael T. Dan | ||||
| /s/ Robert T. Ritter |
Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
October 12, 2007 | ||
| Robert T. Ritter | ||||
| * |
Director | October 12, 2007 | ||
| Roger G. Ackerman | ||||
| * |
Director | October 12, 2007 | ||
| Betty C. Alewine | ||||
| * |
Director | October 12, 2007 | ||
| James R. Barker | ||||
| * |
Director | October 12, 2007 | ||
| Marc C. Breslawsky | ||||
|
|
Director | |||
| John S. Brinzo | ||||
|
|
Director | |||
| Thomas R. Hudson Jr. | ||||
|
|
Director | |||
| Murray D. Martin | ||||
|
|
Director | |||
| Lawrence J. Mosner | ||||
| * |
Director | October 12, 2007 | ||
| Carl S. Sloane | ||||
|
|
Director | |||
| Timothy Smart | ||||
| * |
Director | October 12, 2007 | ||
| Ronald L. Turner | ||||
| * By: | /s/ Austin F. Reed | |
| Austin F. Reed, Attorney-in-fact |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 24.1 | Power of Attorney. | |
| 24.2* | Powers of Attorney. | |
| * | Previously filed as Exhibit 24 to the Registration Statement. |
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, 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 1994 Employee Stock Purchase Plan of The Brink’s Company (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 13th day of June, 2007.
| /s/ James R. Barker |
| James R. Barker |