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): January 8, 2008
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 1-14959
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| Wisconsin
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39-0971239 |
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(IRS Employer Identification No.) |
6555 West Good Hope Road
Milwaukee, Wisconsin 53223
(Address of Principal Executive Offices and Zip Code)
(414) 358-6600
(Registrant’s Telephone Number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Appointment of Chief Financial Officer
On
January 9, 2008, Brady Corporation (the “Company”) issued a press release announcing that
Thomas J. Felmer has been appointed Senior Vice President and Chief Financial Officer of the
Company, effective as of January 9, 2008. Mr. Felmer, age 46, joined the Company in 1989 and has
served as president of the Company’s Direct Marketing Americas / People ID businesses since 2004.
Mr. Felmer has no family relationship with any director or executive officer of the Company, nor is
he a party to any related party transactions with the Company. Pursuant to the Company’s Bylaws,
Mr. Felmer will serve in these executive positions at the discretion of the Company’s Board of
Directors. Mr. Felmer is a party to a 2004 change of control agreement with the Company, the terms
of which are described in the Company’s Form 10-K for the year ended July 31, 2007 and the form of
which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 24,
2004.
A copy of the press release announcing Mr. Felmer’s appointment is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Restricted Stock Awards
On
January 8, 2008, the Company granted equity awards in the form of restricted stock of the
Company to certain of its executive officers, including but not limited to those named below. All
grants of restricted stock were made under the Company’s 2006 Omnibus Incentive Stock Plan and were
approved by the Compensation Committee of the Company’s Board of Directors. The restricted stock
will vest on January 15, 2013, provided the executive remains continuously employed by the Company
through that date and subject to the satisfaction of certain performance criteria. The foregoing
description is qualified in its entirety by the full text of the form of restricted stock agreement
pursuant to which the restricted stock awards were made, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
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Shares of |
| Name of Executive Officer |
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Title |
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Restricted Stock |
Frank M. Jaehnert |
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President and Chief Executive Officer |
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50,000 |
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Thomas J. Felmer |
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Senior Vice President and Chief Financial Officer |
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35,000 |
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Peter C. Sephton |
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President - Brady Europe |
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35,000 |
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Matthew O. Williamson |
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President - Brady Americas |
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35,000 |
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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following are filed as Exhibits to this Report.
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| Exhibit No. |
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Description of Exhibit |
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10.1
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Form of Restricted Stock Agreement |
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99.1
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Press release of Brady Corporation dated January 9, 2008. |