form8k.htm
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): November 14,
2008
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
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Virginia
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1-9148
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54-1317776
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard;
Transfer of Listing.
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On
November 14, 2008, the Board of Directors of The Brink's Company
(the “Company”) appointed James R. Barker and Thomas R. Hudson Jr. to
the Audit and Ethics Committee. As planned, the appointments of
Messrs. Barker and Hudson to the Audit and Ethics Committee occurred at the
first meeting of the Board of Directors following the completion of the
spin-off by the Company of Brink's Home Security Holdings, Inc. and
following the resignations from the Board of Directors of John
S. Brinzo and Lawrence J. Mosner on October 31, 2008 in connection with
the spin-off, which resignations reduced the size of the Audit and Ethics
Committee below three members. These appointments allow the
Company to remain compliant with Section 303A.07(a) of the New York Stock
Exchange (“NYSE”) Listing Manual, which requires the Audit and Ethics Committee
to maintain three members. The Company received written notice from the
NYSE on November 10, 2008 indicating that the Audit and Ethics Committee
did not contain three members at that time.
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers.
On
November 14, 2008, the Company’s Board of Directors appointed Michael J. Herling
as a director of the Company, effective as of the next regularly scheduled
meeting of the Company’s
Board of Directors. Mr. Herling will be eligible to participate in the
non-employee director compensation arrangements described in the Company’s 2008
proxy statement.
Item
5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 14, 2008, the Board of Directors amended Article VI of the Bylaws of
the Company to reflect changes to the committee structure of the Board of
Directors. The amended and restated Bylaws are furnished as Exhibit
3(ii) hereto.
On November 14, 2008, the Board of Directors approved an
amendment to Article V of the Bylaws of the Company to increase the number of
persons serving on the Board of Directors. This amendment will become
effective immediately before the next regularly scheduled meeting of the
Company's Board of Directors.
Item
8.01. Other
Events.
On November 14, 2008, the Company’s
Board of Directors affirmatively determined that Robert J. Strang is independent
under the listing standards of the NYSE and the independence determination
guidelines described in the Company’s Corporate Governance
Policies.
On
November 14, 2008, the Company’s Board of Directors affirmatively determined
that James R. Barker and Thomas R. Hudson Jr. both met the heightened
independence standards for audit committee members under the Securities and
Exchange Commission (“SEC”) and NYSE regulations and that both individuals were
“Financial Experts,” as such term has been defined by the SEC.
On
November 14, 2008, the Company issued a press release announcing the sale of
certain coal assets to Massey Energy Company for $9.4 million in cash and the
buyer’s assumption of approximately $5 million in related leasehold and
reclamation liabilities. In addition, the press release described the
Company’s
share repurchase program. This release is furnished as Exhibit 99.1
hereto, and is incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
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3(ii)
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Bylaws
of The Brink’s Company, as amended and restated, effective November 14,
2008.
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99.1
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Press
Release, dated November 14, 2008, issued by The Brink’s
Company.
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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.
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THE
BRINK’S COMPANY
(Registrant)
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Date: November
14, 2008
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By:
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/s/ McAlister
C. Marshall, II |
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McAlister
C. Marshall, II
Vice
President, General Counsel and Secretary
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EXHIBIT
INDEX
EXHIBIT DESCRIPTION
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3(ii)
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Bylaws
of The Brink’s Company, as amended and restated, effective November 14,
2008.
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99.1
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Press
Release, dated November 14, 2008, issued by The Brink’s
Company.
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