Registration No. ________________
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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 (I.R.S. Employer
of incorporation or organization) 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
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, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
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1994 Employee Stock Purchase
Plan of The Brink's Company
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The Brink's Company Common Stock,
par value $1.00 per share
(including associated Rights) 500,000 shares $31.93* $15,965,000 $2,022.77
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(*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended
(the "Securities Act"), based on the average of the high and low prices on the
New York Stock Exchange on November 1, 2004, as reported in the Wall Street
Journal.
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Pursuant to Rule 429 under the Securities Act, the prospectus related to
shares of The Brink's Company Common Stock registered pursuant to this
Registration Statement also relates to shares registered pursuant to
Registration Statement No. 33-53565 and Post-Effective Amendment No. 1 thereto
and Registration Statement No. 333-78631 and Post-Effective Amendment No. 1
thereto.
To the extent that they relate to the 1994 Employee Stock Purchase Plan of
The Brink's Company, the contents of Registration Statement No. 33-53565,
Post-Effective Amendment No. 1 thereto, Registration Statement No. 333-78631 and
Post-Effective Amendment No. 1 thereto are incorporated by reference herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003;
(b) The 1994 Employee Stock Purchase Plan's Annual Report on Form 11-K for
the fiscal year ended December 31, 2003;
(c) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 2004;
(d) The Company's Quarterly Report on Form 10-Q for the period ended June
30, 2004; and
(e) The Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2004.
Additionally incorporated by reference into this Registration Statement is
the Description of Common Stock, attached as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed with the Commission as of December 4,
1995 (Commission File No. 1-9148).
In addition to the foregoing, all documents subsequently filed by (i) the
Company and (ii) the 1994 Employee Stock Purchase Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereunder have been issued or which deregisters all securities offered then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement, including financial statements, 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 or is 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.
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Item 5. Interests of Named Experts and Counsel.
Certain legal matters regarding shares of Common Stock will be passed upon
for the Company by Austin F. Reed, Vice President, General Counsel and Secretary
of the Company. Mr. Reed beneficially owns 123,441 shares of Common Stock
and stock units.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit No.
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4 1994 Employee Stock Purchase Plan of The Brink's Company, as amended
and restated as of March 12, 2004 (incorporated by reference to Exhibit
A of the Proxy Statement for The Brink's Company 2004 Annual Meeting of
Shareholders).
5 Opinion of Austin F. Reed, Esq., regarding Common Stock.
23.1 Consent of Austin F. Reed, Esq. (included as part of Exhibit 5 to this
Registration Statement).
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
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SIGNATURES
The Registrant
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 City of Richmond, Commonwealth of Virginia, on the 5th day of
November, 2004.
THE BRINK'S COMPANY
By: /s/ Austin F. Reed
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Austin F. Reed
Vice President, General Counsel
and Secretary
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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 Chairman of the Board, President November 5, 2004
---------------------- and Chief Executive Officer
Michael T. Dan (Principal Executive Officer)
/s/ Robert T. Ritter Vice President and Chief Financial November 5, 2004
---------------------- Officer (Principal Financial Officer
Robert T. Ritter and Principal Accounting Officer)
* Director November 5, 2004
----------------------
Roger G. Ackerman
* Director November 5, 2004
----------------------
Betty C. Alewine
Director
----------------------
James R. Barker
* Director November 5, 2004
----------------------
Marc C. Breslawsky
* Director November 5, 2004
----------------------
James L. Broadhead
* Director November 5, 2004
----------------------
Gerald Grinstein
* Director November 5, 2004
----------------------
Ronald M. Gross
* Director November 5, 2004
----------------------
Carl S. Sloane
* Director November 5, 2004
----------------------
Ronald L. Turner
*By: /s/ Austin F. Reed
--------------------------------
Austin F. Reed, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
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4 1994 Employee Stock Purchase Plan of The Brink's Company, as amended
and restated as of March 12, 2004 (incorporated by reference to Exhibit
A of the Proxy Statement for The Brink's Company 2004 Annual Meeting of
Shareholders).
5 Opinion of Austin F. Reed, Esq., regarding Common Stock.
23.1 Consent of Austin F. Reed, Esq. (included as part of Exhibit 5 to this
Registration Statement).
23.2 Consent of Independent Auditors.
24 Powers of Attorney.