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 16, 2006
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 1-14959
Wisconsin 39-0971239
(State of Incorporation) (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:
[ ] 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))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 16, 2006, the Board of Directors of Brady Corporation approved an
amendment to the Brady Corporation Restoration Plan, which amendment became
effective upon Board approval. The amended plan changed the lump sum
distribution requirement to allow executives to determine their own distribution
election and eliminated the provision allowing accelerated distributions. This
description is qualified in its entirety by reference to the Brady Corporation
Restoration Plan filed as Exhibit 99 to this report, which is incorporated
herein by reference.
On February 16, 2006, the Board of Directors of Brady Corporation approved an
amendment to the Brady Corporation Executive Deferred Compensation Plan (the
"Executive Plan"), which amendment became effective upon Board approval. The
revisions to the Executive Plan were made, in part, to comply with new
regulations under Section 409A of the Internal Revenue Code and to simplify
corporate accounting. They include revised deferred and distribution rules,
eliminate an early distribution option, provide for separation of investment
elections into either Brady Corporation stock or other mutual funds with no
funds able to be transferred between the two, and a stipulation that
distributions from the Brady Corporation stock accounts will be made in Brady
Corporation stock only and not in cash. This description is qualified in its
entirety by reference to the Executive Plan filed as Exhibit 99.1 to this
report, which is incorporated herein by reference.
On February 16, 2006, the Board of Directors of Brady Corporation approved an
amendment to the Brady Corporation Director's Deferred Compensation Plan (the
"Director's Plan"), which amendment became effective upon Board approval. The
revisions to the Director's Plan were made, in part, to comply with new
regulations under Section 409A of the Internal Revenue Code and to simplify
corporate accounting. They include revised deferred and distribution rules,
separation of investment elections into either Brady Corporation stock or other
mutual funds with no funds able to be transferred between the two (except prior
to May 1, 2006, certain amounts may be transferred from the Brady stock
account), and a stipulation that distributions from the Brady Corporation stock
accounts will be made in Brady Corporation stock only and not in cash. This
description is qualified in its entirety by reference to the Director's Plan
filed as Exhibit 99.2 to this report, which is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following are furnished as Exhibits to this Report.
Exhibit No. Description of Exhibit
----------- ----------------------
99 Restated Brady Corporation Restoration Plan
99.1 Amended and Restated Brady Corporation Executive Deferred
Compensation Plan
99.2 Amended and Restated Brady Corporation Director's Deferred
Compensation Plan
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 hereunto duly authorized.
BRADY CORPORATION
Date: February 22, 2006 /s/ David Mathieson
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David Mathieson
Vice President & Chief Financial Officer