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): June 16, 2005
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
-------- ------ ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
In 1992, The Brink's Company (the "Company") established an irrevocable grantor
trust (the "Trust") that provides a flexible structure to pre-fund a wide
variety of compensation and benefit plans. Shares are issued by the Company to
the Trust in exchange for a promissory note for the fair market value of the
shares deposited. As shares are released from the Trust in connection with
Company sponsored plans, the promissory note is effectively amortized.
On June 16, 2005, 2.1 million shares of the Company's Common Stock, $1.00 par
value per share, were issued to the Trust to provide shares for future issuance
under certain of the Company's compensation and benefit plans in exchange for a
promissory note for the fair market value of the shares, $67,095,000.
The shares issued to the Trust are exempt from registration pursuant to Section
4(2) of the Securities Act of 1933 because the shares were privately placed.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Promissory Note, dated as of June 16, 2005, issued by the Trust in favor
of the Company.
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.
THE BRINK'S COMPANY
(Registrant)
Date: June 21, 2005 By: /s/ Austin F. Reed
-------------------------
Austin F. Reed
Vice President
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99.1 Promissory Note, dated as of June 16, 2005, issued by the Trust
in favor of the Company.