BRINKS CO — Registration Form 2009

Mar 30, 2009

S-8 1 form_s-8.htm FORM S-8 form_s-8.htm Licensed to: brinks400 Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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)

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)

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.

| Large
accelerated filer x | | Accelerated
filer o |
| --- | --- | --- |
| Non-accelerated
filer o | (Do not check if a smaller reporting company) | Smaller
reporting company o |

CALCULATION OF REGISTRATION FEE

| Title of
securities to be
registered | | Proposed
maximum offering
price per
share (2) | Proposed
maximum aggregate offering
price (2) | Amount
of registration
fee (2) |
| --- | --- | --- | --- | --- |
| Common
Stock, par value $1.00 per share | 1,288,887
Shares | $26.60 | $ 34,284,394 | $ 1,914 |
| Common
Stock, par value $1.00 per share | 1,098
Shares | $26.60 | $ 29,207 | $ 2 |
| (1) | 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. | | | |
| (2) | 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. | | | |

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

Exhibit No.	Description
4.1	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)).
4.2	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)).
4.3	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)).
4.4	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)).
5.1	Opinion
of McAlister C. Marshall, II, Esq., regarding Common
Stock.
23.1	Consent
of McAlister C. Marshall, II, Esq. (included in the opinion filed as
Exhibit 5.1).
23.2	Consent
of Independent Registered Public Accounting Firm.
24.1	Powers
of Attorney.

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.

| THE
BRINK’S COMPANY | |
| --- | --- |
| (Registrant) | |
| By: | /s/ McAlister C. Marshall,
II |
| Name: | McAlister
C. Marshall, II |
| Title: | Vice
President, General Counsel and
Secretary |

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.

Signature	Title	Date
/s/
Michael T. Dan	Director,
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)	March
30, 2009
Michael
T. Dan
/s/
Michael J. Cazer	Vice
President and Chief Financial Officer
(Principal Financial Officer)	March
30, 2009
Michael
J. Cazer
/s/
Matthew A.P. Schumacher	Controller (Principal
Accounting Officer)	March
30, 2009
Matthew
A.P. Schumacher
*	Director	March
30, 2009
Roger
G. Ackerman
*	Director	March
30, 2009
Betty
C. Alewine
*	Director	March
30, 2009
James
R. Barker
*	Director	March
30, 2009
Marc
C. Breslawsky
*	Director	March
30, 2009
Michael
J. Herling
*	Director	March
30, 2009
Thomas
R. Hudson Jr.
*	Director	March
30, 2009
Murray
D. Martin
	Director
Thomas
C. Schievelbein
*	Director	March
30, 2009
Robert
J. Strang
*	Director	March
30, 2009
Ronald
L. Turner

| *
By: |
| --- |
| Michael
T. Dan, Attorney-in-Fact |

EXHIBIT INDEX

Exhibit No.	Description
4.1	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)).
4.2	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)).
4.3	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)).
4.4	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)).
5.1	Opinion
of McAlister C. Marshall, II, Esq., regarding Common
Stock.
23.1	Consent
of McAlister C. Marshall, II, Esq. (included in the opinion filed as
Exhibit 5.1).
23.2	Consent
of Independent Registered Public Accounting Firm.
24.1	Powers
of Attorney.