Registration No. 333-_______
As filed with the Securities and Exchange Commission on December 5, 2003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BRADY CORPORATION
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0178960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6555 West Good Hope Road
P.O. Box 571
Milwaukee, Wisconsin 53201-0571
(Address of Principal Executive Offices) (Zip Code)
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BRADY CORPORATION
2003 OMNIBUS INCENTIVE STOCK PLAN
(Full title of the plan)
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DAVID W. SCHROEDER Copy to:
Senior Vice President and Chief Financial Officer CONRAD G. GOODKIND, ESQ.
Brady Corporation Quarles & Brady LLP
6555 West Good Hope Road 411 East Wisconsin Avenue
P.O. Box 571 Milwaukee, Wisconsin 53202
Milwaukee, Wisconsin 53201-0571
(Name and address of agent for service)
(414) 358-6600
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE FEE
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Class A Nonvoting 750,000 (2) $ 28,792,500 (2) $ 2,330.00
Common Stock,
par value $.01 per share
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(1) The Brady Corporation 2003 Omnibus Incentive Stock Plan (the "Plan")
provides for the issuance of up to 750,000 shares of Class A Nonvoting
Common Stock, par value $.01 per share ("Class A Common Stock"). The
Plan provides for the possible adjustment of the number, price and kind
of shares covered by options and other incentive awards granted or to
be granted, and of the number and kind of shares which may be awarded
as restricted stock, in the event of stock splits, stock dividends or
other changes affecting the Registrant's Class A Common Stock. This
Registration Statement therefore covers, in addition to the above
stated 750,000 shares, an indeterminate number of shares that may
become subject to the Plan by means of any such adjustment.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, based upon $38.39 per share, which is the average
of the high and low sales prices of the Registrant's Class A Common
Stock on the New York Stock Exchange on November 28, 2003.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Brady Corporation (the "Registrant")
(Commission File No. 0-12730) with the Securities and Exchange Commission (the
"Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), are incorporated herein by reference:
o Annual Report on Form 10-K for the year ended July 31, 2003.
o Current Report on Form 8-K filed October 20, 2003.
o That portion of the Registrant's Registration Statement on
Form 8-A that describes the Registrant's Class A Nonvoting
Common Stock in Item 1 thereof, which incorporates the
description from the description of Registrant's Capital Stock
contained in the Registrant's Registration Statement on Form
S-3 (Registration Statement No. 333-0415), and including any
future amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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 the filing of such documents.
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 hereof 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 statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. See third bullet point in Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities registered hereunder will be passed for
the Registrant by Quarles & Brady LLP, the Registrant's legal counsel. Peter J.
Lettenberger, a Director, and Conrad G. Goodkind, the Secretary, of the
Registrant, are partners at Quarles & Brady LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chapter 180 of the Wisconsin Statutes includes provisions for
indemnification by a corporation of a director or officer against certain
liabilities and expenses incurred by him or her in any proceeding (whether
threatened, pending or completed, and whether brought by the corporation or any
other person) to which he or she was a party because of being a director or
officer. In general, under these provisions (1) a corporation is required to
indemnify a director or officer, to the extent he or she has been successful on
the merits or otherwise in the defense of any such proceeding, for all
reasonable expenses incurred in the
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proceeding, and (2) in other cases, the corporation is required to indemnify a
director or officer against liabilities (including, among other things,
judgments, penalties, fines and reasonable expenses) incurred in any such
proceeding unless liability was incurred because he or she breached or failed to
perform a duty to the corporation and the breach or failure constitutes any of
the following: (a) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which he or she has a material
conflict of interest; (b) a violation of criminal law, unless he or she had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful; (c) a transaction from which he or
she derived an improper personal profit; or (d) willful misconduct. The
provisions specify that the termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or an equivalent plea,
does not, by itself, create a presumption that indemnification is not required.
Also, the provisions permit a corporation to pay or reimburse reasonable
expenses as incurred if the director or officer affirms his or her good faith
belief that he or she has not breached or failed to perform his or her duties to
the corporation and undertakes to make repayment to the extent it is ultimately
determined that indemnification is not required. With specified exceptions,
these provisions do not preclude additional indemnification. Chapter 180
specifically provides that it is the public policy of the State of Wisconsin to
require or permit indemnification, allowance of expenses and insurance, to the
extent required or permitted generally thereunder, for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.
Chapter 180 of the Wisconsin Statutes also provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification referred to above.
The Bylaws of the Registrant provide generally for mandatory
indemnification of directors and officers of the Registrant to the fullest
extent permitted by law.
Officers and directors of the Registrant may be covered by insurance
policies purchased by the Registrant, under which they are insured (subject to
exceptions and limitations specified in the policies) against expenses and
liabilities arising out of actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index following the Signatures page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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 of
1933;
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the 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 the 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 Registration
Fee" table in the effective Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant with the Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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) Reference is made to the indemnification provisions described in
Item 6 of this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on December 5, 2003.
BRADY CORPORATION
By: /s/ David W. Schroeder
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David W. Schroeder,
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Frank M. Jaehnert and Conrad G. Goodkind,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and 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 Securities and Exchange Commission, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.*
SIGNATURE TITLE
/s/ Frank M. Jaehnert President and Chief Executive Officer; Director
------------------------------------------------------- (Principal Executive Officer)
Frank M. Jaehnert
/s/ David W. Schroeder Senior Vice President and Chief Financial Officer
------------------------------------------------------- (Principal Financial Officer and Principal
David W. Schroeder Accounting Officer)
/s/ Richard A. Bemis Director
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Richard A. Bemis
/s/ Robert C. Buchanan Director
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Robert C. Buchanan
/s/ Mary K. Bush Director
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Mary K. Bush
/s/ Frank W. Harris Director
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Frank W. Harris
/s/ Frank R. Jarc Director
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Frank R. Jarc
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/s/ Peter J. Lettenberger Director
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Peter J. Lettenberger
/s/ Gary E. Nei Director
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Gary E. Nei
/s/ Roger D. Peirce Director
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Roger D. Peirce
/s/ Elizabeth P. Pungello Director
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Elizabeth P. Pungello
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*Each of the above signatures is affixed as of December 5, 2003.
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BRADY CORPORATION
(THE "REGISTRANT")
(COMMISSION FILE NO. 0-12730)
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INCORPORATED HEREIN FILED
NUMBER DESCRIPTION BY REFERENCE TO HEREWITH
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4.1 Restated Articles of Incorporation Exhibit 4.1 to the Registrant's
of the Registrant Registration Statement No.
333-04155 on Form S-3
4.2 Bylaws of the Registrant, as amended Annual Report on Registrant's Form
10-K for the year ended July 31,
1989
5 Opinion of Quarles & Brady LLP X
23.1 Consent of Deloitte & Touche X
23.2 Consent of Quarles & Brady LLP Contained in
Exhibit 5
24 Power of Attorney Contained in
Signatures page
to this
Registration
Statement
99 Brady Corporation 2003 Omnibus X
Incentive Stock Plan
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