Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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The Pittston Company
(Exact name of registrant as specified in its charter)
VIRGINIA Issuer: 54-1317776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1801 Bayberry Court
P. O. Box 18100
Richmond, Virginia 23226-8100
(Address of principal executive offices)
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The Pittston Company
Non-Employee Directors' Stock Option Plan
(Full title of the plan)
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AUSTIN F. REED
Vice President, General Counsel and Secretary
The Pittston 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)
With a copy to:
Allen C. Goolsby, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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Pittston Brink's Group 294,403 shares $17.785* $5,235,957.355* $1,309.00*
Common Stock, par value $1.00 per
share (including associated
Rights)
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(*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act") based on the average of
the high and low prices on the New York Stock Exchange on October 1, 2001.
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THE PITTSTON COMPANY
This Registration Statement covers 294,403 additional shares of Pittston
Brink's Group common stock, par value $1.00 per share (including associated
rights) ("Common Stock"), of The Pittston Company (the "Company"), issuable
pursuant to The Pittston Company Non-Employee Directors' Stock Option Plan (the
"Directors' Plan"). The Company initially registered the issuance of 200,000
shares of Common Stock in connection with the Directors' Plan on its
Registration Statement on Form S-8 (Registration No. 33-21393) as filed with the
Securities and Exchange Commission (the "Commission") on April 22, 1988. The
contents of Registration Statement No. 33-21393 are incorporated by reference
herein.
Pursuant to Rule 429, the Prospectus related to shares of Common Stock
registered pursuant to this Registration Statement for the Directors' Plan also
relates to shares of Common Stock registered pursuant to Registration Statement
No. 33-21393.
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by The Pittston Company (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2001; and
(c) The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2001.
Additionally incorporated by reference into this Registration
Statement is the Description of Common Stock, attached as Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the Commission as of
December 4, 1995 (Commission File No. 1-9148).
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder have been issued or which deregisters all
securities offered then remaining unsold, shall be deemed incorporated by
reference into this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement, including financial statements,
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 or is 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 5. Interests of Named Experts and Counsel.
Certain legal matters regarding shares of Common Stock will be passed
upon for the Company by Austin F. Reed, Vice President, General Counsel and
Secretary of the Company. Mr. Reed beneficially owns 97,351 shares of Common
Stock.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit No.
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4.1 Restated Articles of Incorporation of the Company, dated as of
March 16, 1998 (incorporated by reference to Articles of
Correction of the Company filed as Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q, filed on May 15, 1998 (Commission
File No. 1-9148)).
4.2 Bylaws of the Company, as amended through July 14, 2000
(incorporated by reference to Exhibit 3(b) of the Company's
Quarterly Report on Form 10-Q, filed on August 8, 2000
(Commission File No. 1-9148)).
2
Exhibit No.
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4.3 Amended and Restated Rights Agreement, dated as of January 14,
2000 between the Company and BankBoston, N.A., as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A, dated January 14, 2000
(Commission File No. 1-9148)).
4.4 Form of Right Certificate for the Brink's Group Rights
(incorporated by reference to Exhibit A of Exhibit 1 to the
Company's Registration Statement on Form 8-A/A, dated January 14,
2000 (Commission File No. 1-9148)).
4.5 The Pittston Company Non-Employee Directors' Stock Option Plan,
as amended and restated as of January 14, 2000 (incorporated by
reference to Exhibit 10(e) of the Company's Annual Report on Form
10-K filed on March 24, 2000 (Commission File No. 1-9148)).
5 Opinion of Austin F. Reed, Esq., regarding Common Stock.
23.1 Consent of Austin F. Reed, Esq. (included as part of Exhibit 5
to this Registration Statement).
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
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SIGNATURES
The Registrant
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. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on the 27th day of September, 2001.
THE PITTSTON COMPANY
By: /s/ AUSTIN F. REED
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Austin F. Reed
Vice President, General Counsel and Secretary
4
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ MICHAEL T. DAN Chairman of the Board, September 27, 2001
---------------------- President and Chief
Michael T. Dan Executive Officer
/s/ ROBERT T. RITTER Vice President and Chief September 27, 2001
---------------------- Financial Officer
Robert T. Ritter (Principal Financial Officer
and Principal Accounting Officer)
* Director September 27, 2001
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Roger G. Ackerman
* Director September 27, 2001
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Betty C. Alewine
* Director September 27, 2001
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James R. Barker
* Director September 27, 2001
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Marc C. Breswalsky
* Director September 27, 2001
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James L. Broadhead
* Director September 27, 2001
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William F. Craig
* Director September 27, 2001
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Gerald Grinstein
* Director September 27, 2001
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Ronald M. Gross
* Director September 27, 2001
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Carl S. Sloane
*By: /s/ AUSTIN F. REED
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Austin F. Reed, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
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4.1 Restated Articles of Incorporation of the Company, dated as of
March 16, 1998 (incorporated by reference to Articles of
Correction of the Company filed as Exhibit 3(i) to the Company's
Quarterly Report on Form 10-Q, filed on May 15, 1998 (Commission
File No. 1-9148)).
4.2 Bylaws of the Company, as amended through July 14, 2000
(incorporated by reference to Exhibit 3(b) of the Company's
Quarterly Report on Form 10-Q, filed on August 8, 2000
(Commission File No. 1-9148)).
4.3 Amended and Restated Rights Agreement, dated as of January 14,
2000 between the Company and BankBoston, N.A., as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's
Registration Statement on Form 8-A/A, dated January 14, 2000
(Commission File No. 1-9148)).
4.4 Form of Right Certificate for the Brink's Group Rights
(incorporated by reference to Exhibit A of Exhibit 1 to the
Company's Registration Statement on Form 8-A/A, dated January 14,
2000 (Commission File No. 1-9148)).
4.5 The Pittston Company Non-Employee Directors' Stock Option Plan,
as amended and restated as of January 14, 2000 (incorporated by
reference to Exhibit 10(e) of the Company's Annual Report on Form
10-K filed on March 24, 2000 (Commission File No. 1-9148)).
5 Opinion of Austin F. Reed, Esq., regarding Common Stock.
23.1 Consent of Austin F. Reed, Esq. (included as part of Exhibit 5
to this Registration Statement).
23.2 Consent of Independent Auditors.
24 Powers of Attorney.
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