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): February 6, 2020
(Exact name of registrant as specified in its charter)
|
| | |
| Virginia | 001-09148 | 54-1317776 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material 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))
Securities registered pursuant to Section 12(b) of the Act:
|
| | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $1.00 per share | BCO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Securities Act. ☐
|
| |
| Item 2.02 | Results of Operations and Financial Condition. |
On February 6, 2020, The Brink's Company (the "Company") issued a press release regarding its results for the fourth quarter ended December 31, 2019. A copy of this release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
|
| |
| Item 7.01 | Regulation FD Disclosure. |
On February 6, 2020, the Company provided slides to accompany its earnings presentation. A copy of the slides is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
On February 5, 2020, the Board of Directors of the Company authorized a share repurchase program providing for the repurchase of up to $250 million of common stock of the Company, par value $1.00 per share, effective immediately, (the “Share Repurchase Program”). The authorization of the Share Repurchase Program expires on December 31, 2021. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Any share repurchase under the Share Repurchase Program may be made in the open market, in privately negotiated transactions, or otherwise. The Share Repurchase Program may be suspended or discontinued at any time.
The Company issued a press release announcing the Share Repurchase Program on February 6, 2020 . A copy of this release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and the information with respect to the Share Repurchase Program set forth therein is incorporated herein by reference.
|
| | | |
| Item 9.01 | Financial Statements and Exhibits | |
| | | |
| (d) | Exhibits | |
| | | |
| | 99.1 | Press Release, dated February 6, 2020, issued by The Brink's Company |
| | 99.2 | Slide presentation of The Brink's Company |
| | 99.3 | Press Release, dated February 6, 2020, issued by The Brink's Company |
| | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | | |
| | | |
| | | |
| | | |
| | | |
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.
|
| | |
| | THE BRINK’S COMPANY (Registrant) |
| | |
| | |
| Date: February 6, 2020 | By: | /s/ Ronald J. Domanico |
| | | Ronald J. Domanico |
| | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
| |
| EXHIBIT | DESCRIPTION |
| | |
| 99.1 | |
| 99.2 | |
| 99.3 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | |
| | |
| | |
| | |
| | |
