As filed with the Securities and Exchange Commission on May 2, 2024
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 of Principal Executive Offices) (Zip Code) | |||||||||||
| THE BRINK’S COMPANY 2024 Equity Incentive Plan | |||||||||||
(Full title of the plan) | |||||||||||
| Lindsay K. Blackwood, Esq. | |||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | |||||||||||
| The Brink’s Company | |||||||||||
| 1801 Bayberry Court | |||||||||||
| P.O. Box 18100 | |||||||||||
| Richmond, Virginia 23226-8100 | |||||||||||
| (804) 289-9600 | |||||||||||
| (Name, address 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☒ | Accelerated filer ☐ | ||||
| Non-accelerated filer ☐ | Smaller reporting company ☐ | ||||
| Emerging growth company ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of the Registration Statement on Form S-8 (this “Registration Statement”) is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in The Brink’s Company 2024 Equity Incentive Plan (the “Plan”) covered by this Registration Statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the “Commission”) by The Brink’s Company (the “Registrant”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference, to the extent that such documents are considered filed with the Commission:
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2023; and
(3) The description of the Registrant’s common stock, par value $1.00 per share (the “Common Stock”) contained in Exhibit 4.1 to its Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission February 28, 2020, which updates Exhibit 1 to the Registrant’s Registration Statement on Form 8-A filed with the Commission as of December 4, 1995, including any amendment thereto or report filed for the purpose of further updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents, to the extent such documents are considered filed with the Commission.
Any statement 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 incorporated or 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the shares of Common Stock registered hereby will be passed upon for the Registrant by Lindsay K. Blackwood, Esq., who is employed by the Registrant as Executive Vice President, General Counsel and Corporate Secretary. Ms. Blackwood holds shares of Common Stock and units representing Common Stock, and she is eligible to participate in the Plan.
Item 6. Indemnification of Directors and Officers.
Under the Virginia Stock Corporation Act, unless otherwise required by its Second Amended and Restated Articles of Incorporation (the “Articles”), the Registrant is required to indemnify a director or officer who entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the Registrant against reasonable expenses incurred in connection with the proceeding. Such Act also authorizes Virginia corporations to provide additional indemnification in certain specified instances. Accordingly, Article VIII of the Articles of the Registrant provides that each officer, director or employee of the Registrant shall be entitled to indemnity, including indemnity with respect to a proceeding by or in the right of the Registrant, to the fullest extent required or permitted under the provisions of the Virginia Stock Corporation Act as in effect from time to time, except for an indemnity against willful misconduct or a knowing violation of the criminal law. Furthermore, the Registrant is required to promptly pay for or reimburse the reasonable expenses, including attorneys’ fees, incurred by an officer, director or employee of the Registrant in connection with any proceeding (whether or not made a party) arising from his or her status as such officer, director or employee, in advance of final disposition of any such proceeding upon receipt by the Registrant from such officer, director or employee of (a) a written statement of good faith belief that he or she is entitled to indemnity by the Registrant and (b) a written undertaking, executed personally or on his or her behalf, to repay the amount so paid or reimbursed if after final disposition of such proceeding it is determined that he or she did not meet the applicable standard of conduct.
Certain officers of the Registrant have indemnification contracts with the Registrant. The contracts provide indemnification to the same extent as the Articles and provide for the advancement of attorneys’ fees. The Registrant also has directors’ and officers’ insurance which protects each director and officer from liability for actions taken in their capacity as directors or officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit | Description | |||||||
| 4.1 | ||||||||
2
| 4.2 | ||||||||
| 5.1* | ||||||||
| 10.1 | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 107* | * Filed herewith. | |||||||
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
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filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Grapevine, State of Texas, on the 2nd day of May, 2024.
| THE BRINK’S COMPANY | ||||||||
| By: | /s/ Mark Eubanks | |||||||
| Name: | Mark Eubanks | |||||||
| Title: | President and Chief Executive Officer | |||||||
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Mark Eubanks, Kurt B. McMaken and Lindsay K. Blackwood, his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Mark Eubanks | President and Chief Executive Officer | May 2, 2024 | ||||||||||||
| Mark Eubanks | (Principal Executive Officer) | |||||||||||||
| /s/ Kurt B. McMaken | Executive Vice President and Chief Financial Officer | May 2, 2024 | ||||||||||||
| Kurt B. McMaken | (Principal Financial Officer) | |||||||||||||
| /s/ Michael Sweeney | Controller | May 2, 2024 | ||||||||||||
| Michael Sweeney | (Principal Accounting Officer) | |||||||||||||
| /s/ Kathie J. Andrade | Director | May 2, 2024 | ||||||||||||
| Kathie J. Andrade | ||||||||||||||
| /s/ Paul G. Boynton | Director | May 2, 2024 | ||||||||||||
| Paul G. Boynton | ||||||||||||||
| /s/ Ian D. Clough | Director | May 2, 2024 | ||||||||||||
| Ian D. Clough | ||||||||||||||
| /s/ Susan E. Docherty | Director | May 2, 2024 | ||||||||||||
| Susan E. Docherty | ||||||||||||||
| /s/ Michael J. Herling | Director | May 2, 2024 | ||||||||||||
| Michael J. Herling | ||||||||||||||
| /s/ A. Louis Parker | Director | May 2, 2024 | ||||||||||||
| A. Louis Parker | ||||||||||||||
| /s/ Timothy J. Tynan | Director | May 2, 2024 | ||||||||||||
| Timothy J. Tynan | ||||||||||||||
| /s/ Keith R. Wyche | Director | May 2, 2024 | ||||||||||||
| Keith R. Wyche | ||||||||||||||