As filed with the Securities and Exchange Commission on April 7, 2006
Registration No. 333-
================================================================================
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)
Virginia 54-1317776
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 Bayberry Court
P.O. Box 18100
Richmond, Virginia 23226-8100
(Address including zip code of Principal Executive Offices)
------------------------
THE BRINK'S COMPANY 2005 EQUITY INCENTIVE PLAN
(Full title of the plan)
------------------------
Austin F. Reed
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 and telephone number, including area code, of agent for service)
------------------------
------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
----------------------------------------------------------------------------------------------
Common stock, par value 5,000,000(1) $50.82(2) $254,100,000(2) $27,189(2)
$1.00 per share
==============================================================================================
(1) Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions. Includes rights to purchase The Brink's Company (the
"Company" or the "Registrant") Common Stock, issuable pursuant to the
Amended and Restated Rights Agreement dated as of September 1, 2003 between
the Registrant and Computershare Trust Company, N.A. (formerly Equiserve
Trust Company, N.A.), as Rights Agent, as may be amended from time to time.
(2) Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of
1933, as amended (the "1933 Act"), solely for the purpose of computing the
registration fee, based on the average of the high and low prices of the
securities being registered hereby on the New York Stock Exchange on April
4, 2006.
==============================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of the
Registration Statement on Form S-8 (the "Registration Statement") is omitted
from this filing in accordance with the provisions of Rule 428 under the 1933
Act and the introductory note to Part I of the Registration Statement. The
documents containing the information specified in Part I will be delivered to
the participants in the plan covered by this Registration Statement as required
by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant pursuant to the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated herein by
reference.
(1) The Registrant's Annual Report on Form 10-K, for the fiscal year ended
December 31, 2005.
(2) All reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act
subsequent to the filing of the item mentioned in (1) above.
(3) The description of Registrant's common stock, attached as Exhibit 1 to
the Registrant's Registration Statement on Form 8-A filed with the Commission as
of December 4, 1995, including any amendment thereto or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Austin F. Reed, who is opining on the legality of the shares being
registered (see Exhibit 5 hereto), is employed by the Registrant as Vice
President, General Counsel and Secretary. Mr. Reed owns common stock of the
Registrant, options to purchase the Registrant's common stock and, pursuant to a
deferred compensation program, units representing common stock of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Virginia Stock Corporation Act, unless otherwise required by its
Amended and Restated Articles of Incorporation, the Company is required to
indemnify a director or officer who entirely prevails in the defense of any
proceeding to which he or she was a party because he or she is or was a director
or officer of the Company against reasonable expenses incurred in connection
with the proceeding. Such Act also authorizes Virginia corporations to provide
additional indemnification in certain specified instances. Accordingly, Article
VIII of the Amended and Restated Articles of Incorporation of the Company
provides that each officer, director or employee of the Company shall be
entitled to indemnity, including indemnity with respect to a proceeding by or in
the right of the Company, to the fullest extent required or permitted under the
provisions of the Virginia Stock Corporation Act as in effect from time to time,
except for an indemnity against willful misconduct or a knowing violation of the
criminal law. Furthermore, the Company is required to promptly pay for or
reimburse the reasonable expenses, including attorneys' fees, incurred by an
officer, director or employee of the Company in connection with any proceeding
(whether or not made a party) arising from his or her status as such officer,
director or employee, in advance of final disposition of any such proceeding
upon receipt by the Company from such officer, director or employee of (a) a
written statement of good faith belief that he or she is entitled to indemnity
by the Company and (b) a written undertaking, executed personally or on his or
her behalf, to repay the amount so paid or reimbursed if after final disposition
of such proceeding it is determined that he or she did not meet the applicable
standard of conduct.
Certain executive officers of the Company have indemnification contracts
with the Company. The contracts provide indemnification to the same extent as
the Company's Amended and Restated Articles of Incorporation and provide for the
advancement of attorneys' fees. The Company also has directors' and officers'
insurance which protects each director or officer from liability for actions
taken in their capacity as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3(i) to the Registrant's
Current Report on Form 8-K filed on March 2, 2005).
4.2 Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) to the Registrant's Current Report on Form
8-K filed on November 22, 2005).
4.3 Amended and Restated Rights Agreement dated as of September 1, 2003
between the Registrant and Computershare Trust Company, N.A. (formerly
Equiserve Trust Company, N.A.), as Rights Agent, together with Form of
Right Certificate (incorporated herein by reference to the
Registrant's Exhibit 1 to Amendment No. 4 to Form 8-A/A, filed on
October 9, 2003).
5 Opinion of Austin F. Reed, Esq., Vice President, General Counsel and
Secretary.
23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2 Consent of Austin F. Reed, Esq. (included in Exhibit 5).
24 Powers of Attorney.
99 The Brink's Company 2005 Equity Incentive Plan (incorporated herein by
reference to Exhibit A of the Registrant's proxy statement dated March
25, 2005).
2
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the 1933 Act to
any purchaser:
(i) If the Company is relying on Rule 430B:
(A) Each prospectus filed by the Company pursuant to Rule
424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the 1933 Act shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the Company is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is
first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first use.
(5) That, for the purpose of determining liability of the Company under the
1933 Act to any purchaser in the initial distribution of the securities, the
undersigned Company undertakes that in a primary offering of securities of the
undersigned Company pursuant to this Registration Statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of the following
communication, the undersigned Company will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
3
(i) any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned Company or used or referred to by the
undersigned Company;
(iii) the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned Company or
its securities provided by or on behalf of the undersigned Company; and
(iv) any other communication that is an offer in the offering made by
the undersigned Company to the purchaser.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 City of
Richmond, Commonwealth of Virginia, on the 6th day of April, 2006.
THE BRINK'S COMPANY
By: /s/ Robert T. Ritter
------------------------------------------
Name: Robert T. Ritter
Title: Vice President and Chief Financial Officer
5
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Michael T. Dan Chairman, President and Chief April 6, 2006
------------------------------ Executive Officer (principal
M. T. Dan executive officer)
/s/ Robert T. Ritter Vice President and Chief April 6, 2006
------------------------------ Financial Officer (principal
R. T. Ritter financial officer and principal
accounting officer)
* Director April 6, 2006
------------------------------
R. G. Ackerman
* Director April 6, 2006
------------------------------
B. C. Alewine
* Director April 6, 2006
------------------------------
J. R. Barker
* Director April 6, 2006
------------------------------
M. C. Breslawsky
* Director April 6, 2006
------------------------------
J. S. Brinzo
* Director April 6, 2006
------------------------------
J. L. Broadhead
* Director April 6, 2006
------------------------------
R. M. Gross
Director
------------------------------
M. D. Martin
Director
------------------------------
L. J. Mosner
* Director April 6, 2006
------------------------------
C. S. Sloane
* Director April 6, 2006
------------------------------
R. L. Turner
* By: /s/ Austin F. Reed
--------------------------------
Austin F. Reed, Attorney-in-Fact
6
EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3(i) to the Registrant's
Current Report on Form 8-K filed on March 2, 2005).
4.2 Amended and Restated Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3(ii) to the Registrant's Current Report on Form
8-K filed on November 22, 2005).
4.3 Amended and Restated Rights Agreement dated as of September 1, 2003
between the Registrant and Computershare Trust Company, N.A. (formerly
Equiserve Trust Company, N.A.), as Rights Agent, together with Form of
Right Certificate (incorporated herein by reference to the
Registrant's Exhibit 1 to Amendment No. 4 to Form 8-A/A, filed on
October 9, 2003).
5 Opinion of Austin F. Reed, Esq., Vice President, General Counsel and
Secretary.
23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2 Consent of Austin F. Reed, Esq. (included in Exhibit 5).
24 Powers of Attorney.
99 The Brink's Company 2005 Equity Incentive Plan (incorporated herein by
reference to Exhibit A of the Registrant's proxy statement dated March
25, 2005).