form_8-k.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): May 13, 2009 (May 11,
2009)
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
Virginia
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001-09148
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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))
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May 11, 2009, The Brink’s Company
(the “Company”) issued a press release announcing that Michael J. Cazer, Vice
President and Chief Financial Officer of the Company, will become President of
Brink’s Europe, Middle East and Africa, effective August 1, 2009. The
Company also announced the hiring of Joseph Dziedzic, who, upon his pending
appointment as such by the Company’s Board of Directors, will succeed Mr. Cazer
as Vice President and Chief Financial Officer of the Company, effective August
1, 2009. A copy of the Company’s press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
On May 13, 2009, the Company, Brink’s,
Incorporated and Michael T. Dan amended Mr. Dan’s employment agreement dated as
of May 4, 1998, as amended as of March 8, 2002, March 8, 2006 and November 14,
2008 (as amended, the “Agreement”). The material terms of the
amendment include (1) expansion of the definition of “Due Cause,” (2)
modification of the definition of “Constructive Termination” to provide that any
material reduction of Mr. Dan’s salary will not constitute “Constructive
Termination” if such reduction is part of a broad-based salary reduction program
for executives of the Company and (3) reduction of the payment, from three times
to two times Mr. Dan’s salary, bonus and benefits, to be made to Mr. Dan in the
event his employment is terminated by the Company without Due Cause or he
resigns after Constructive Termination. The amendment also extends
the term of the Agreement to March 31, 2013 and updates Mr. Dan’s salary to
$1,107,250, which was his annual base salary rate established on March 1,
2008.
This description of the amendment to
Mr. Dan’s Agreement is qualified in its entirety by reference to the amendment,
a copy of which is attached as Exhibit 10.1 to this Current Report on Form
8-K.
Item
9.01.
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Financial
Statements and Exhibits.
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10.1
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Amendment
No. 4 to Employment Agreement among The Brink’s Company, Brink’s,
Incorporated and Michael T. Dan.
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99.1
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Press
Release, dated May 11, 2009, 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
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(Registrant)
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Date:
May 13, 2009
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By:
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/s/
McAlister C. Marshall, II
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McAlister
C. Marshall, II
Vice
President and Secretary
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EXHIBIT
INDEX
EXHIBIT DESCRIPTION
10.1
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Amendment
No. 4 to Employment Agreement among The Brink’s Company, Brink’s,
Incorporated and Michael T. Dan.
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99.1
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Press
Release, dated May 11, 2009, issued by The Brink’s
Company.
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