0000078890-13-000023.txt : 20130927 0000078890-13-000023.hdr.sgml : 20130927 20130927154326 ACCESSION NUMBER: 0000078890-13-000023 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130927 DATE AS OF CHANGE: 20130927 EFFECTIVENESS DATE: 20130927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRINKS CO CENTRAL INDEX KEY: 0000078890 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 541317776 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-02039 FILM NUMBER: 131119822 BUSINESS ADDRESS: STREET 1: 1801 BAYBERRY COURT STREET 2: P O BOX 18100 CITY: RICHMOND STATE: VA ZIP: 23226-1800 BUSINESS PHONE: 8042899623 MAIL ADDRESS: STREET 1: 1801 BAYBERRY COURT STREET 2: P O BOX 18100 CITY: RICHMOND STATE: VA ZIP: 23226-8100 FORMER COMPANY: FORMER CONFORMED NAME: PITTSTON CO DATE OF NAME CHANGE: 19920703 S-8 POS 1 s8_posam3.htm POST-EFFECTIVE AMENDMENT NO. 3 s8_posam3.htm
As filed with the Securities and Exchange Commission on September 27, 2013
Registration No. 033-2039 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
POST-EFFECTIVE AMENDMENT NO. 3
TO
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)

 
1985 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 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
 
 


 

 
 
 
 

DEREGISTRATION OF SECURITIES

The Brink’s Company (the “Company”) registered an aggregate amount of 1,200,000 shares of common stock (“Common Stock”) for issuance under the Company’s 1985 Stock Option Plan (the “1985 Plan”) pursuant to a Registration Statement on Form S-8 declared effective by the Securities and Exchange Commission in January 1986 (Registration No. 033-2039), as amended (the “Registration Statement”).  The 1985 Plan has expired and all outstanding options under the 1985 Plan have been exercised or have expired.  The Company is filing this Post-Effective Amendment to the Registration Statement to remove from registration any and all remaining unissued shares of Common Stock registered for issuance under the 1985 Plan pursuant to the Registration Statement.

Accordingly, the Company hereby withdraws from registration under the Registration Statement any and all remaining unissued shares of Common Stock registered for issuance under the 1985 Plan pursuant to the Registration Statement.
 
 
 Item 8.  Exhibits      
         
 Exhibit No.  Description      
         
 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 Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, Commonwealth of Virginia, on this 27th day of September, 2013.

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

 

 
2
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
Title
Date
/s/ Thomas C. Schievelbein
 
Director, President
and Chief Executive Officer
(Principal Executive Officer)
September 27, 2013
Thomas C. Schievelbein
    
/s/ Joseph W. Dziedzic
Vice President
and Chief Financial Officer
(Principal Financial Officer)
September 27, 2013
Joseph W. Dziedzic
    
/s/ Matthew A.P. Schumacher
Controller
(Principal Accounting Officer)
September 27, 2013
Matthew A.P. Schumacher
    
 
*
Director
September 27, 2013
Betty C. Alewine
    
 
*
Director
September 27, 2013
Paul G. Boynton
    
 
*
Director
September 27, 2013
Marc C. Breslawsky
    
 
*
Director
September 27, 2013
Reginald D. Hedgebeth
    
 
*
Director
September 27, 2013
Michael J. Herling
    
 
*
Director
September 27, 2013
Murray D. Martin
    
 
*
Director
September 27, 2013
Ronald L. Turner
    


 
 
    
* By:
 
/s/ Thomas C. Schievelbein
 
 
Thomas C. Schievelbein, Attorney-in-fact
 
 
 
 
 
 
 
 
 
 
 
 
 

 
3
 

EXHIBIT INDEX


 
 Exhibit No.  Description
   
 24.1  Powers of Attorney.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
                               
                      

 EX-24.1 2 ex24_1.htm POWERS OF ATTORNEY ex24_1.htm
EXHIBIT 24.1
 
POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.


 
/s/ Betty C. Alewine
 
Betty C. Alewine

 

 
 
 
 

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.



 
/s/ Paul G. Boynton
 
Paul G. Boynton
 

 

 
 
 

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.



 
/s/ Marc C. Breslawsky
 
Marc C. Breslawsky

 

 
 
 
 

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.



 
/s/ Reginald D. Hedgebeth
 
Reginald D. Hedgebeth

 

 
 
 
 

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.



 
/s/ Michael J. Herling
 
Michael J. Herling
 

 

 
 
 

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.



 
/s/ Murray D. Martin
 
Murray D. Martin
 

 

 
 
 

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS that the undersigned does hereby constitute and appoint Thomas C. Schievelbein, 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 by the Company of Post-Effective Amendment No. 3 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, as amended, relating to the Company’s 1985 Stock Option Plan and any further amendments, including further 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 Post-Effective Amendment and any further amendments to the Form S-8, including further 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 13th day of September, 2013.



 
/s/ Ronald L. Turner
 
Ronald L. Turner