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
|
|
|
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
(Registrants 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 Companys 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 Companys Bylaws,
Mr. Felmer will serve in these executive positions at the discretion of the Companys 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 Companys Form 10-K for the year ended July 31, 2007 and the form of
which is attached as Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 24,
2004.
A copy of the press release announcing Mr. Felmers 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 Companys 2006 Omnibus Incentive Stock Plan and were
approved by the Compensation Committee of the Companys 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.
|
|
|
|
|
|
|
|
|
|
|
Shares of
|
Name of Executive Officer
|
|
Title
|
|
Restricted Stock
|
Frank M. Jaehnert
|
|
President and Chief Executive Officer
|
|
|
50,000
|
|
Thomas J. Felmer
|
|
Senior Vice President and Chief Financial Officer
|
|
|
35,000
|
|
Peter C. Sephton
|
|
President - Brady Europe
|
|
|
35,000
|
|
Matthew O. Williamson
|
|
President - Brady Americas
|
|
|
35,000
|
|
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following are filed as Exhibits to this Report.
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
Form of Restricted Stock Agreement
|
|
|
|
99.1
|
|
Press release of Brady Corporation dated January 9, 2008.
|
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: January 9, 2008
|
/s/ Frank M. Jaehnert
|
|
|
Frank M. Jaehnert
|
|
|
President and Chief Executive Officer
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
10.1
|
|
Form of Restricted Stock Agreement
|
|
|
|
99.1
|
|
Press release of Brady Corporation dated January 9, 2008.
|
Exhibit 10.1
BRADY CORPORATION
PERFORMANCE-BASED
RESTRICTED STOCK AGREEMENT
(January 8, 2008)
Brady Corporation (the Corporation), a Wisconsin corporation, hereby grants to
(the Employee) a Restricted Stock Award (the Award) with respect to
shares (the Shares) of Class A Common Stock, $.01 par value, of the Corporation (the
Common Stock), all in accordance with and subject to the following terms and conditions:
1.
Plan; Defined Terms
. This Award is made pursuant to the Brady Corporation 2006
Omnibus Incentive Stock Plan (the Plan). In the event of any conflict between any provisions of
this Award and the provisions of the Plan, the provisions of the Plan shall control. Terms defined
in the Plan where used herein shall have the meanings as so defined. Employee acknowledges receipt
of a copy of the Plan.
2.
Vesting Requirements
. The vesting of this Award (other than pursuant to accelerated
vesting in certain circumstances as provided in Section 3 below) shall be subject to the
satisfaction of the conditions set forth in
both
Section 2(a) and Section 2(b) below:
(a)
Performance Vesting Requirement (Earnings per Share Improvement)
. The performance
vesting requirement under this Section 2(a) shall be satisfied only if the Earnings Per Share for
any one of the Corporations fiscal years ending July 31, 2009, July 31, 2010, July 31, 2011 or
July 31, 2012 are at least 10% greater than the Earnings Per Share for the Corporations fiscal
year ending July 31, 2008. For purposes of this Agreement, Earnings per Share shall mean the
basic earnings per share of the Corporations Class A Common Stock calculated in accordance with
the standards of the Public Company Accounting Oversight Board as in effect for the fiscal year
ended July 31, 2008. If the performance vesting requirement is not satisfied for any of the four
designated fiscal years, the Award shall be immediately forfeited.
(b)
Service Vesting Requirement
. In addition to the performance vesting requirement of
Section 2(a) above, the Award shall become vested only if the Employee remains continuously
employed by the Corporation (or an Affiliate) from the date hereof until January 15, 2013. If this
service vesting requirement is not satisfied, this Award shall be immediately forfeited.
The period of time during which the Shares covered by this Award are forfeitable is referred
to as the Restricted Period.
3.
Accelerated Vesting
.
(a) Notwithstanding the terms and conditions of Section 2 hereof, in the event of the
termination of the Employees employment with the Corporation (and any Affiliate) prior to the end
of the Restricted Period due to death or disability, the Shares shall become unrestricted and fully
vested. For purposes of this Agreement, Disability means that the Employee is disabled as a
result of sickness or injury, such that he is unable to satisfactorily perform the material duties
of his or her job, as determined by the Committee, on the basis of medical evidence satisfactory to
it.
(b) In the event of the termination of the Employees employment with the Corporation (and any
Affiliate) prior to the end of the Restricted Period due to a Change in Control, the Shares shall
become unrestricted and fully vested.
For purposes of this Agreement, a Change of Control shall occur if any person or group of
persons (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934) other than the
members of the family of William H. Brady, Jr. and their descendants, or trusts for their benefit,
collectively, directly or indirectly controls in excess of 50% of the voting common stock of the
Corporation.
For purposes of this Agreement, a termination due to Change of Control shall occur if within
the 12 month period beginning with the date a Change of Control occurs (i) the Employees
employment with the Corporation (and any Affiliate) is involuntarily terminated (other than by
reason of death, disability or Cause) or (ii) the Employees employment with the Corporation (and
any Affiliate) is voluntarily terminated by the Employee subsequent to (A) a 10% or more diminution
in the total of the Employees annual base salary (exclusive of fringe benefits) and the Employees
target bonus in comparison with the Employees total of annual base salary and target bonus
immediately prior to the date the Change of Control occurs, (B) a significant diminution in the
responsibilities or authority of the Employee in comparison with the Employees responsibility and
authority immediately prior to the date the Change of Control occurs or (C) the imposition of a
requirement by the Corporation that the Employee relocate to a principal work location more than 50
miles from the Employees principal work location immediately prior to the date the Change of
Control occurs.
For purposes of this Agreement, Cause means (i) the Employees willful and continued failure
to substantially perform the Employees duties with the Corporation (other than any such failure
resulting from physical or mental incapacity) after written demand for performance is given to the
Employee by the Corporation which specifically identifies the manner in which the Corporation
believes the Employee has not substantially performed and a reasonable time to cure has transpired,
(ii) the Employees conviction of or plea of nolo contendere for the commission of a felony, or
(iii) the Employees commission of an act of dishonesty or of any willful act of misconduct which
results in or could reasonably be expected to result in significant injury (monetarily or
otherwise) to the Corporation, as determined in good faith by the Committee.
(c) In the event of (i) the merger or consolidation of the Corporation with or into another
corporation or corporations in which the Corporation is not the surviving
- 2 -
corporation, (ii) the adoption of any plan for the dissolution of the Corporation, or (iii)
the sale or exchange of all or substantially all the assets of the Corporation for cash or for
shares of stock or other securities of another corporation, all restrictions imposed on any
then-restricted Shares shall terminate (such that any Shares shall become fully transferable)
immediately prior to any such event in which the Corporation is not the surviving corporation.
(d) If the lapsing of the restrictions would result in any excise tax to the Employee as a
result of Section 280G of the Code, the Corporation shall pay the Employee an amount equal to such
excise tax.
4.
Dividend Rights
. The Employee shall have the right to receive any cash dividends
otherwise payable with respect to the Shares, as paid, and the Employee shall have all other rights
as holder of such Shares, provided, however, the Corporation shall retain custody of all stock
certificates representing shares as to which such restriction has not lapsed.
5.
No Guarantee of Employment
. Nothing contained in this Agreement shall give the
Employee the right to be retained in the employment of the Corporation or affect the right of the
Corporation to dismiss the Employee.
6.
Transfer Restrictions
. This Award and the Shares (until they become unrestricted
pursuant to the terms hereof) are non-transferable and may not be assigned, pledged or hypothecated
and shall not be subject to execution, attachment or similar process. Upon any attempt to effect
any such disposition, or upon the levy of any such process, the Award shall immediately become null
and void and the Shares shall be forfeited.
7.
Withholding Taxes
. The Corporation may require payment of or withhold any tax
which it believes is payable as a result of the Shares becoming unrestricted and fully vested, and
the Corporation may defer making delivery with respect to Shares until arrangements satisfactory to
the Corporation have been made with regard to any such withholding obligations. In lieu of part or
all of any such payment, the Employee, in satisfaction of all withholding taxes (including, without
limitation, Federal income, FICA (Social Security and Medicare) and any state and local income
taxes) payable as a result of such vesting, may elect, subject to such rules and regulations as the
Committee may adopt from time to time, to have the Corporation withhold that number of Shares
(valued at Fair Market Value on the date of vesting and rounded upward) required to settle such
withholding taxes.
8.
Death of Employee
. If any of the Shares shall vest upon the death of the Employee,
they shall be registered in the name of the estate of the Employee unless the Corporation shall
have theretofore received in writing a beneficiary designation, in which event they shall be
registered in the name of the designated beneficiary.
9.
Adjustment of Shares
. The terms and provisions of this Award (including, without
limitation, the terms and provisions relating to the number and class of shares subject to this
Award) shall be subject to appropriate adjustment in the event of any recapitalization, merger,
consolidation, disposition of property or stock, separation, reorganization, stock dividend,
issuance of rights, combination or split-up or exchange of shares, or the like.
10.
Wisconsin Contract
. This Award has been granted in Wisconsin and shall be construed
under the laws of that state.
- 3 -
IN WITNESS WHEREOF, this Restricted Stock Agreement has been duly executed as of January 8,
2008.
|
|
|
|
|
|
BRADY CORPORATION
|
|
|
By:
|
/s/ Frank Jaehnert
|
|
|
|
Frank Jaehnert, President
|
|
|
|
|
|
|
Attest:
|
/s/ Hoyt R. Stastney
|
|
|
|
Hoyt R. Stastney, Secretary
|
|
|
|
|
|
|
- 4 -
Exhibit 99.1
For
more information:
:
Investor contact Barbara Bolens (414) 438-6940
Media contact Carole Herbstreit (414) 438-6882
Brady Corporation names Thomas J. Felmer Chief Financial Officer
MILWAUKEE (January 9, 2008)Brady Corporation (NYSE:BRC), a world leader in identification
solutions, announced today that Thomas J. Felmer has been named senior vice president and chief
financial officer. Felmer succeeds David Mathieson, who resigned from Brady last month to join RSC
Holdings, Inc. of Scottsdale, Arizona.
Felmer, 46, joined Brady in 1989 and has served as president of Bradys Direct Marketing
Americas / People ID businesses since 2004. He has also held a series of leadership positions in
the U.S. and Europe including international group vice president, general manager and head of
global sales/marketing processes. He holds a degree in business administration from the University
of Wisconsin Green Bay and has completed the Advanced Management Program at INSEAD, Fontainbleau,
France.
Tom Felmer understands the complexity of Bradys global businesses and the opportunities to
move the company to the next level. In his years at Brady, he has consistently driven positive
results and demonstrated both strong strategic thinking and a focused mindset for creating
shareholder value. He will be a valued strategic partner in not only leading our finance function,
but also in working with our management team to further chart the course for Bradys future, said
Frank M. Jaehnert, Brady president and chief executive officer.
Im excited to have the opportunity to help create shareholder value across all of Bradys
businesses and to help shape our strategies to achieve our ambitious goals going forward. I also
look forward to working with Bradys strong finance team to continue our commitment to financial
excellence and fiscal conservatism, said Felmer.
Brady Corporation is an international manufacturer and marketer of complete solutions that
identify and protect premises, products and people. Its products help customers increase safety,
security, productivity and performance and include high-performance labels and signs, safety
devices, printing systems and software, and precision die-cut materials. Founded in 1914, the
company has more than 500,000 customers in electronics, telecommunications, manufacturing,
electrical, construction, education, medical and a variety of other industries. Brady is
headquartered in Milwaukee and employs more than 8,600 people at operations in the Americas, Europe
and Asia/Pacific. Bradys fiscal 2007 sales were approximately $1.363 billion. More information is
available on the Internet at www.bradycorp.com.
###