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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1317776
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1801 Bayberry Court, Richmond, Virginia 23226-8100
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Pittston Brink's Group Rights to Purchase New York Stock Exchange
Series A Participating Cumulative
Preferred Stock
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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For a description of the Pittston Brink's Group Rights to be registered
hereunder, reference is made to the Registration Statement of The Brink's
Company (formerly The Pittston Company) (the "Company") on Form 8-A filed on
February 26, 1996, as amended on August 11, 1997, on January 14, 2000, on
January 14, 2002 and on October 9, 2003, which is incorporated by reference.
Effective on September 25, 2006, the Company and American Stock Transfer &
Trust Company ("AST") executed Amendment No. 1 (the "Amendment") to the Amended
and Restated Rights Agreement (the "Rights Agreement"), dated September 1, 2003,
between the Company and EquiServe Trust Company, N.A., as rights agent. The
Amendment amended the Rights Agreement in order to, among other things, modify
the requirements by which a successor rights agent may be named and to appoint
AST as successor rights agent.
The Amendment is attached hereto as Exhibit 2, which is incorporated herein
by reference. The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to that Exhibit 2 and to
the Rights Agreement, which was filed as Exhibit 1 to the Form 8-A/A filed by
the Company on October 9, 2003 and is incorporated herein by reference.
Item 2. Exhibits.
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1. Amended and Restated Rights Agreement dated September 1,
2003 between The Brink's Company and Equiserve Trust
Company, N.A., as Rights Agent (filed as Exhibit 1 to the
Form 8-A/A of the Company filed on October 9, 2003 and
incorporated by reference herein).
2. Amendment No. 1 dated September 25, 2006 between The Brink's
Company and American Stock Transfer & Trust Company, to the
Amended and Restated Rights Agreement dated September 1,
2003 between The Brink's Company and EquiServe Trust
Company, N.A., as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
THE BRINK'S COMPANY,
Date: September 25, 2006
By /s/ Robert T. Ritter
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Name: Robert T. Ritter
Title: Vice President and Chief
Financial Officer
INDEX OF EXHIBITS
Exhibit
Number Description
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1. Amended and Restated Rights Agreement dated September 1, 2003 between
The Brink's Company and Equiserve Trust Company, N.A., as Rights Agent
(filed as Exhibit 1 to the Form 8-A/A of the Company filed on October
9, 2003 and incorporated by reference herein).
2. Amendment No. 1 dated September 25, 2006 between The Brink's Company
and American Stock Transfer & Trust Company, to the Amended and
Restated Rights Agreement dated September 1, 2003 between The Brink's
Company and EquiServe Trust Company, N.A., as Rights Agent.