S-8

As filed with the Securities and Exchange Commission on March 19, 2010

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, including zip code, of Principal Executive Offices)

Key Employees’ Deferred Compensation Program of The Brink’s Company

(Full title of the plan)

McAlister C. Marshall, II, Esq.

Vice President and General Counsel

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 12b-2 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 securitiesto be registered	Amount to be registered (1)	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	225,000 Shares	$27.47	$6,180,750	$441

(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 $27.47 per share, which was the average of the high and low prices of the Common Stock on the New York Stock Exchange on March 17, 2010.

REGISTRATION OF ADDITIONAL SECURITIES

The Brink’s Company (the “Company”) is hereby registering 225,000 additional shares of its common stock, par value $1.00 per share (the “Common Stock”), for issuance under the Key Employees’ Deferred Compensation Program of The Brink’s Company (the “Deferred Compensation Program”). Registration statements on Form S-8 (Registration No. 33-53565, including Post-Effective Amendment No. 1 thereto, and Registration No. 333-78631, Registration No. 333-70758 and Registration No. 333-146673, collectively, the “Prior Registration Statements”), each as filed with the Securities and Exchange Commission on May 10, 1994, April 3, 1996, May 17, 1999, October 2, 2001 and October 12, 2007, respectively, relating to the sa me class of securities and the same benefit plan are currently effective.  This Registration Statement is being filed pursuant to and in accordance with General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

Pursuant to General Instruction E of the Form S-8, the Company hereby incorporates the contents of the Prior Registration Statements, to the extent they relate to the Deferred Compensation Program and the shares of Common Stock issuable thereunder, except as the same may be modified by the information set forth on this Registration Statement.

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 and General Counsel of the Company. Mr. Marshall beneficially owns 2,683 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. 001-09148)).
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 February 22, 2010 (File No. 001-09148)).
4.3	Key Employees’ Deferred Compensation Program, as amended and restated effective November 13, 2008 (incorporated herein by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-09148)).
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 this 19th day of March, 2010.

THE BRINK’S COMPANY
(Registrant)
By:	/s/ McAlister C. Marshall, II
Name:	McAlister C. Marshall, II
Title:	Vice President

2

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 19, 2010
Michael T. Dan
/s/ Joseph W. Dziedzic	Vice President and Chief Financial Officer (Principal Financial Officer)	March 19, 2010
Joseph W. Dziedzic
/s/ Matthew A.P. Schumacher	Controller (Principal Accounting Officer)	March 19, 2010
Matthew A.P. Schumacher
*	Director	March 19, 2010
Roger G. Ackerman
*	Director	March 19, 2010
Betty C. Alewine
*	Director	March 19, 2010
Marc C. Breslawsky
*	Director	March 19, 2010
Paul G. Boynton
*	Director	March 19, 2010
Michael J. Herling
*	Director	March 19, 2010
Thomas R. Hudson Jr.
*	Director	March 19, 2010
Murray D. Martin
*	Director	March 19, 2010
Thomas C. Schievelbein
*	Director	March 19, 2010
Robert J. Strang
*	Director	March 19, 2010
Ronald L. Turner

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

3

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. 001-09148)).
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 February 22, 2010 (File No. 001-09148)).
4.3	Key Employees’ Deferred Compensation Program, as amended and restated effective November 13, 2008 (incorporated herein by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 001-09148)).
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.

4

EX-5.1

EXHIBIT 5.1

[LETTERHEAD OF McALISTER C. MARSHALL, II]

March 19, 2010

The Brink’s Company

1801 Bayberry Court

P. O. Box 18100

Richmond, VA 23226-8100

Registration Statement on Form S-8

Key Employees’ Deferred Compensation Program of The Brink’s Company

Ladies and Gentlemen:

As General Counsel of The Brink’s Company (the “Company”), I have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”) for the Key Employees’ Deferred Compensation Program of The Brink’s Company (the “Deferred Compensation Program”) being filed under the Securities Act of 1933, as amended (the “Act”), on or about the date of this letter, to register 225,000 additional shares of the Company’s common stock, par value $1.00 per share, which may be issued from time to time pursuant to the Deferred Compensation Program (the “Common Stock”).

I am familiar with the Registration Statement and the exhibits thereto. I, or attorneys under my supervision, have also examined originals or copies, certified or otherwise, of such other documents, evidence of corporate action and instruments, as I have deemed necessary or advisable for the purpose of rendering this opinion. As to questions of fact relevant to this opinion, I have relied upon certificates or written statements from officers and other appropriate representatives of the Company and its subsidiaries or public officials. In all such examinations, I have assumed the genuineness of all signatures, the authority to sign and the authenticity of all documents submitted to me as originals. I have also assumed the conformity to the original of all documents submitted to me as copies.

Based upon and subject to the foregoing, I am of the opinion that:

1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia.

2. The shares of Common Stock have been duly authorized and, when offered and sold as described in the Registration Statement, will be validly issued, fully paid and nonassessable.

The Brink’s Company

March 19, 2010

Page 2

I hereby consent to the use of my name in the Registration Statement and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Sincerely,

/s/ McAlister C. Marshall, II

McAlister C. Marshall, II

Vice President and General Counsel

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

The Brink’s Company:

We consent to use of our reports dated February 25, 2010, with respect to the consolidated balance sheets of The Brink’s Company and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income (loss), shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, which reports appear in the December 31, 2009 annual report on Form 10-K of The Brink’s Company, incorporated herein by reference.

Our report relating to the consolidated financial statements refers to the Company’s adoption of the provisions of Statement of Financial Accounting Standards No. 141 (R), Business Combinations (included in FASB ASC Topic 805, Business Combinations), effective January 1, 2009, and Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements an Amendment of ARB No. 51 (included in FASB ASC Topic 810, Consolidation), effective January 1, 2009.

/s/ KPMG LLP

Richmond, Virginia

March 19, 2010

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February, 2010.

/s/ Roger G. Ackerman

Roger G. Ackerman

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), her true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign her name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of February, 2010.

/s/ Betty C. Alewine

Betty C. Alewine

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of February, 2010.

/s/ Paul G. Boynton

Paul G. Boynton

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February, 2010.

/s/ Marc C. Breslawsky

Marc C. Breslawsky

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February, 2010.

/s/ Michael J. Herling

Michael J. Herling

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of February, 2010.

/s/ Thomas R. Hudson Jr.

Thomas R. Hudson Jr.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February, 2010.

/s/ Murray D. Martin

Murray D. Martin

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February, 2010.

/s/ Thomas C. Schievelbein

Thomas C. Schievelbein

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February, 2010.

/s/ Robert J. Strang

Robert J. Strang

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute and appoint Michael T. Dan, McAlister C. Marshall, II and Joseph W. Dziedzic, and each of them (with full power of substitution), his true and lawful attorney-in-fact and agent to do any and all acts and things and to execute any and all instruments which, with the advice of counsel, any of said attorneys and agents may deem necessary or advisable to enable The Brink’s Company, a Virginia corporation (the “Company”), to comply with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the preparation and filing of the Company’s Registration Statement on Fo rm S-8 relating to the Key Employees’ Deferred Compensation Program of The Brink’s Company and any amendments, including post-effective amendments, or supplements thereto (the “Form S-8”), including specifically, but without limitation, power and authority to sign his name as an officer and/or director of the Company, as the case may be, to the Form S-8 and any amendments, including post-effective amendments, or supplements thereto; and the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of February, 2010.

/s/ Ronald L. Turner

Ronald L. Turner