sv3asr

\n\n

As filed with the Securities and Exchange Commission on November 24, 2008

\n\n\n

Registration No. 333- \n

\n\n\n

\n\n\n\n\n

UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION\n

\n\n

Washington, D.C. 20549
\n

\n

\n\n

FORM S-3\n

\n\n\n

REGISTRATION STATEMENT
\nUnder
\nThe Securities Act of 1933
\n

\n

\n\n

BRADY CORPORATION*\n

\n\n

(Exact name of Registrant as specified in its charter)\n

\n\n\n

\n\n\n\n \n \n \n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


WISCONSIN\n		39-0178960
(State or other jurisdiction\n		(I.R.S. Employer
of incorporation or organization)\n		Identification No.)

\n\n

6555 West Good Hope Road
\nMilwaukee, Wisconsin 53223
\n(414) 358-6600
\n(Address, including ZIP Code, and telephone number,
\nincluding area code, of Registrant’s principal executive offices)

\n\n

THOMAS J. FELMER
\nSenior Vice President and Chief Financial Officer
\nBrady Corporation
\n6555 West Good Hope Road
\nP.O. Box 571
\nMilwaukee, Wisconsin 53201-0571
\n(414) 358-6600
\n(Name, address, including ZIP Code, and telephone number,
\nincluding area code, of agent for service)

\n\n

\nCopy to:

\n\n

HOYT R. STASTNEY, ESQ.
\nQuarles & Brady LLP
\n411 East Wisconsin Avenue
\nMilwaukee, Wisconsin 53202
\n(414) 277-5000
\n

\n\n\n

Approximate date of commencement of proposed sale of the securities to the public: At such\ntime or from time to time after the effective date of this Registration Statement as determined in\nlight of market conditions and other factors.\n

\n\n

If the only securities being registered on this Form are being offered pursuant to dividend or\ninterest reinvestment plans, please check the following\nbox. o\n

\n\n

If any of the securities being registered on this Form are to be offered on a delayed or\ncontinuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities\noffered only in connection with dividend or interest reinvestment plans, check the following
box.\nþ\n

\n\n

If this Form is filed to register additional securities for an offering pursuant to Rule\n462(b) under the Securities Act, check the following box and list the Securities Act registration\nstatement number of the earlier effective registration statement for the same offering. o \n

\n\n

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities\nAct, check the following box and list the Securities Act registration statement number of the\nearlier effective registration statement for the same offering.\no \n

\n\n

If this Form is a registration statement pursuant to General Instruction I.D. or a\npost-effective amendment thereto that shall become effective upon filing with the Commission\npursuant to Rule 462(e) under the Securities Act, check the following\nbox. þ\n

\n\n

If this Form is a post-effective amendment to a registration statement filed pursuant to\nGeneral Instruction I.D. filed to register additional securities or additional classes of\nsecurities pursuant to Rule 413(b) under the Securities Act, check the following box. o\n

\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,\na non-accelerated filer, or a smaller reporting company.\nSee the definitions of “large\naccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

\n\n\n\n

\n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o \n(Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

\n\n



		Proposed
		maximum
	Amount	aggregate	Amount of
Title of each class of	to be	offering	registration
securities to be registered	registered	price	fee
Debt securities	(1)(2)
Subsidiary Guarantees	(4)
Class A Nonvoting Common	(1)(2)
Stock, par value $.01 per\nshare
Total		(1)	(3)

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

(1)		There are being registered hereunder such indeterminate number, principal amount or\nliquidation of debt securities, subsidiary guarantees, and common stock of Brady Corporation,\nas may from time to time be issued at indeterminate prices. Any securities registered\nhereunder may be sold separately or as units with other securities registered hereunder.

(2)		Also includes such indeterminate number of debt securities and common stock as may be issued\nupon conversion or exchange of any debt securities that provide for conversion or exchange\ninto other securities for such securities. No separate consideration will be received for the\ndebt securities or common stock issuable upon conversion of or in exchanges for debt\nsecurities.

(3)		In accordance with Rules 456(b) and 457(c), the Registrant is deferring payment of the\nregistration fee. Pursuant to Rule 457(p) under the Securities Act of 1933, $30,131 of the\nregistration fee for the securities issued under this registration statement will be offset by\nthe registration fees paid in connection with the unsold securities registered by Brady\nCorporation under Registration Statement No. 333-128023 filed on September 1, 2005 and\ndeclared effective on November 10, 2005.

(4)		The guarantees would not be issued separately, or for separate consideration, apart from the\ndebt securities.

\n\n

\n\n\n\n\n\n

\n\n\n\n\n\n\n\n\n

*TABLE OF ADDITIONAL CO-REGISTRANTS\n

\n\n


	State or Other	Primary Standard
	Jurisdiction of	Industry	I.R.S. Employer
Name, Address and	Incorporation or	Classification	Identification
Telephone Number	Organization	Number	Number
Tricor Direct, Inc. (2)	Delaware	3993	52-1234223
Worldmark of Wisconsin\nIncorporated (1)	Delaware	3990	39-1567748
Brady Investment Co. (6)	Nevada	3990	88-0364993
Brady International Co. (1)	Wisconsin	3990	39-1713004
Brady Worldwide, Inc. (1)	Wisconsin	3993	39-1713006
Stopware, Inc (3)	California	7372	77-0489331
Dual Core, LLC d/b/a Identicard\nSystems Worldwide, Inc. (4)	Wisconsin	3669	20-4090527
Permar Systems, Inc. d/b/a\nElectromark (5)	New York	3993	16-1205235
Comprehensive Identification\nProducts, Inc. d/b/a Brady\nPeople ID (7)	Massachusetts	3993	20-5330362
Visual Wear, LLC (8)	Massachusetts	3993	26-3614334
PV Acquisitions, LLC d/b/a\nPromovision Palomino (9)	Delaware	3993	03-0408315
Brady Precision Converting, LLC\nd/b/a Brady Medical (10)	Texas	3993	20-5660572
AIO Acquisition, Inc. d/b/a\nPersonnel Concepts (11)	California	3993	13-4267283
Clement Communications, Inc. (12)	Pennsylvania	3993	23-0343740

\n\n\n\n


(1)		The address of these additional registrants is 6555 West Good Hope Road, P.O. Box\n571, Milwaukee, Wisconsin 53201-0571. Their telephone number is (414) 358-6600.

(2)		The address of Tricor Direct, Inc. is 20 Thompson Road, Branford, Connecticut\n06405 and its telephone number is (203) 488-8059.\n

(3)		The address of STOPware, Inc. is 1710 Zanker Road,\nSuite 202, San Jose, California 95112 and its telephone number is (408) 376-0220.

(4)		The address of Dual Core, LLC d/b/a Identicard Systems Worldwide, Inc. is 40\nCitation Lane, Lititz, Pennsylvania 17543 and its telephone number is (717)\n569-2390.

(5)		The address of Permar Systems, Inc. d/b/a Electromark is 6188 W. Port Bay Road,\nWolcott, New York 14590 and its telephone number is (315) 594-8085.

(6)		The address of Brady Investment Co. is 3993 Howard Hughes Parkway, Suite 100, Las\nVegas, Nevada 89109 and its telephone number is (702) 734-1061.

(7)		The address of Comprehensive Identification Products, Inc. d/b/a Brady People ID\nis 209 Middlesex Turnpike, Burlington, Massachusetts and its telephone number is\n(781) 993-3350.

(8)		The address of Visual Wear, LLC is 85 Terrance Hall Avenue, Burlington,\nMassachusetts and its telephone number is (781) 993-3350.

(9)		The address of PV Acquisitions, LLC d/b/a Promovision Palomino is 3665 South\nPerkins Road, Suite 8, Memphis, Tennessee 38118 and its telephone number is (901)\n 795-6500.

(10)		The address of Brady Precision Converting, LLC d/b/a Brady Medical is 1801 Big\nTown Boulevard., Suite 100 Mesquite, Texas 75149 and its telephone number is\n(214) 275-9595.

(11)		The address of AIO Acquisition, Inc. d/b/a Personnel Concepts is 3200 E. Guasti\nRoad, Suite 300 Ontario, California, 91761 and its telephone number is (909)\n392-5655.

(12)		The address of Clement Communications, Inc. is P.O. Box 36, Concordville,\nPennsylvania 19331 and its telephone number is (610) 459-4582.

\n\n\n

\n\n\n\n\n

PROSPECTUS\n

\n\n\n

Brady Corporation\n

\n\n\n

Debt Securities\n\n

\n\n

Class A Nonvoting Common Stock\n\n

\n\n

When we offer securities, we will provide you with a prospectus supplement describing the\nterms of the specific issue of securities, including the offering price of the securities. The\nprospectus supplement may also add, update or change information contained in this prospectus. You\nshould read this prospectus and any supplement carefully before you invest.\n

\n\n

We may offer from time to time:\n

\n\n

\n\n\n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n\n \n\n \n \n \n\n\n

•		unsecured debt securities consisting of debentures, notes and/or other evidences of unsecured\nindebtedness in one or more series;

•		guarantees of debt securities to be issued by one or more of our subsidiaries to be\nidentified when any guarantees are issued;

•		Class A Nonvoting Common Stock, $0.01 par value per share; and

•		any combination of the foregoing at prices and on terms to be determined at or prior to the\ntime of sale in light of market conditions at the time of sale.

\n\n

Our Class A Nonvoting common stock is quoted on the New York Stock Exchange, under the symbol\n“BRC.”\n

\n\n

Investment in our securities involves risks. See “Risk Factors” in our most recent Annual\nReport on Form 10-K and in any applicable prospectus supplement and/or other offering material for\na discussion of certain factors which should be considered in an investment of the securities which\nmay be offered hereby.\n

\n\n

Neither the Securities and Exchange Commission nor any state securities commission has\napproved or disapproved of these securities or determined if this prospectus is truthful and\ncomplete. Any representation to the contrary is a criminal offense.\n

\n\n

The date of this prospectus is November 24, 2008.\n

\n\n\n

\n\n\n\n

\n\n

TABLE OF CONTENTS\n

\n\n


	Page
About This Prospectus		5
Forward-Looking Statements and Cautionary Factors		5
The Company		6
Where You Can Find More Information		7
Use of Proceeds		8
Ratio of Earnings to Fixed Charges		8
Description of Debt Securities		8
Description of Capital Stock		14
Book-Entry		16
Plan of Distribution		17
Legal Matters		18
Experts		18
Opinion of Quarles & Brady LLP		5.1
Statement of Computation of Ratio of Earnings to Fixed Charges		12.1
Consent of Deloitte & Touche LLP		23.1
EXHIBIT 5.1
Exhibit 12.1
EXHIBIT 23.1

\n\n

No person has been authorized to give any information or to make any representation not\ncontained in, or incorporated by reference into, this prospectus or the accompanying prospectus\nsupplement. You must not rely on any unauthorized information or representation. We do not imply or\nrepresent by delivering this prospectus that Brady Corporation, or its business, is unchanged after\nthe date of the prospectus or that the information in this prospectus is correct as of any time\nafter its date.\n

\n\n

The information in this prospectus or any prospectus supplement may not contain all of the\ninformation that may be important to you. You should read the entire prospectus and any prospectus\nsupplement, as well as the documents incorporated by reference into this prospectus or any\naccompanying prospectus supplement, before making an investment decision.\n

\n\n

ABOUT THIS PROSPECTUS\n

\n\n\n

This prospectus is part of a registration statement on Form S-3 that we filed with the\nSecurities and Exchange Commission utilizing a “shelf” registration process. Using this process, we\nmay, from time to time, offer any combination of securities described in this prospectus in one or\nmore offerings. This prospectus provides you with a general description of the securities we may\noffer. Each time we sell securities, we will provide a prospectus supplement that will contain\nspecific information about the terms of that particular offering. The prospectus supplement may\nalso add, update or change information contained in this prospectus. To obtain additional\ninformation that may be important to you, you should also read the exhibits to the registration\nstatement. You should read both this prospectus and any applicable prospectus supplement together\nwith additional information described below under the heading “Where You Can Find More\nInformation.”\n

\n\n

When used in this prospectus and any prospectus supplement, the terms “Brady,” “we,” “our,”\n“us” and the “Company” refer to Brady Corporation and its subsidiaries.\n

\n\n

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS\n

\n\n\n

All statements other than statements of historical facts included or incorporated by reference\ninto this prospectus, including statements regarding our future financial position, business\nstrategy, budgets, projected costs, and plans and objectives for future operations are\n“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of\n1995. These statements are subject to risks and uncertainties that could cause actual results to\ndiffer materially from those anticipated as of the date of this prospectus. Forward-looking\nstatements generally can be identified by the use of forward-looking words such as “may,” “will,”\n“expect,” “intend,” “estimate,” “anticipate,” “believe,” or “continue” or words of similar meaning.\n

\n\n

-5-\n

\n\n

Some of the factors that could cause such a variance are disclosed in the section “Risk\nFactors” in our most recent Annual Report on Form 10-K, any applicable prospectus supplement and\nelsewhere in this prospectus and documents incorporated by reference into this prospectus, and\ninclude the following, among others:\n

\n\n

	§\n		market demand for our products may be susceptible to fluctuations in the economy that\nmay cause volatility in our results of operations, cash flows and liquidity.

	§\n		we may be adversely impacted by an inability to identify, complete and integrate\nacquisitions.

	§\n		if we fail to develop new products or our customers do not accept the new products we\ndevelop, our business could be adversely affected.

	§\n		we operate in competitive markets and may be forced to cut our prices or incur\nadditional costs to remain competitive, which may have a negative impact on our\nprofitability.

	§\n		foreign currency fluctuations could adversely affect our sales, profits and net assets.

	§\n		our goodwill or other intangible assets may become impaired, which may negatively impact\nour results of operations.

	§\n		we have a concentration of business with several large key customers and distributors\nand loss of one or more of these customers could significantly affect our results of\noperations, cash flows, and liquidity.

	§\n		we increasingly conduct a sizeable amount of our manufacturing outside of the United\nStates, which may present additional risks to our business.

	§\n		we depend on key personnel and the loss of these personnel could have an adverse effect\non our operations.

	§\n		we may be unable to successfully implement anticipated changes to our information\ntechnology system.

	§\n		the increase in our level of indebtedness could adversely affect our financial health\nand make us vulnerable to adverse economic conditions.

	§\n		environmental, health and safety laws and regulations could adversely affect our\nbusiness.

\n\n

We urge you to consider these factors and to review carefully the section titled “Risk\nFactors” in our most recent Annual Report on Form 10-K, any applicable prospectus supplement or\nother offering material and/or any other document that we file with the SEC before investing in our\nsecurities. The forward-looking statements included in this document or in the documents\nincorporated by reference into this document are made only as of the date of this document or the\ndate of the incorporated document, and we undertake no obligation to publicly update these\nstatements to reflect subsequent events or circumstances.\n

\n\n

THE COMPANY\n

\n\n\n

Brady Corporation is an international manufacturer and marketer of identification\nsolutions and specialty products which identify and protect premises, products and people. Brady’s\ncore capabilities in manufacturing, channel management, printing systems, precision engineering and\nmaterials expertise make it a leading supplier to customers in general manufacturing, maintenance\nand safety, process industries, construction, electrical, telecommunications, electronics,\nlaboratory/healthcare, airline/transportation, security/brand education, governmental, public\nutility, and a variety of other industries. The Company’s ability to provide customers with a broad\nrange of differentiated solutions both through the organic development of its existing business and\nthe acquisition of complementary and adjacent businesses, its commitment to quality and service,\nits global footprint and its diversified sales channels have made it a world leader in its markets.\n

\n\n\n\n

Brady manufactures and markets a wide range of products for use in diverse applications. Major\nproduct lines include facility identification; safety and complementary products; wire and cable\nidentification products; sorbent materials; people identification products, regulatory publishing;\nhigh-performance identification products for\n

\n\n

-6-\n

\n\n\n\n

product identification, and work-in-process identification; bar code labels and precision\ndie-cut components for mobile telecommunications devices, hard disk drives, medical devices and\nsupplies, automotive electronics and other electronics. Products are marketed through multiple\nchannels, including distributors, resellers, business-to-business direct marketing and a direct\nsales force.\n \n

\n\n

The need for the Company’s products is driven, in part, by customer specifications, by\nregulatory compliance requirements imposed by agencies such as the Occupational Safety & Health\nAdministration (“OSHA”) and the Environmental Protection Agency (“EPA”) in the United States and\nsimilar regulatory agencies around the world, and by the need to identify and track assets or to\nidentify, direct, warn, inform, train and protect people or products.\n

\n\n\n

The Company, a Wisconsin corporation founded in 1914, currently operates 63 manufacturing or\ndistribution facilities in Australia, Belgium, Brazil, Canada, China, Denmark, France, Germany,\nIndia, Italy, Japan, Malaysia, Mexico, the Netherlands, Norway, Poland, Singapore, Slovakia, South\nKorea, Sweden, Thailand, the United Kingdom and the United States. The Company also sells through\nsubsidiaries or sales offices in these countries, with additional sales through a dedicated team of\ninternational sales representatives in Hong Kong, the Philippines, Spain, Taiwan, Turkey and the\nUnited Arab Emirates. The Company further markets its products to parts of Eastern Europe, the\nMiddle East, Africa and Russia. The Company’s corporate headquarters are located at 6555 West Good\nHope Road, Milwaukee, Wisconsin 53223, and the telephone number is (414) 358-6600.\n

\n\n

WHERE YOU CAN FIND MORE INFORMATION\n

\n\n\n

Brady Corporation files annual, quarterly and current reports and other information with the\nSecurities and Exchange Commission. We have also filed a registration statement on Form S-3,\nincluding exhibits and schedules, under the Securities Act of 1933 with respect to the securities\nthat we may issue from time to time. This prospectus is a part of that registration statement, but\ndoes not contain all of the information included in the registration statement or the exhibits and\nschedules. You may read and copy the registration statement and any reports, statements or other\ninformation filed by us with the SEC at the SEC’s public reference facility at:\n

\n\n

     Room 1580
\n     100 F Street, N.E.
\n     Washington, D.C. 20549\n

\n\n

You may obtain information on the operation of the public reference room by calling the SEC at\n1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov that contains reports and\nother information regarding issuers like us that file electronically with the SEC.\n

\n\n

Our common stock is listed on the New York Stock Exchange and reports and other information\nconcerning us can be inspected at the New York Stock Exchange located at 20 Broad Street, New York,\nNew York 10005.\n

\n\n

The SEC allows us to “incorporate by reference” into this prospectus information that we file\nwith the SEC. This means that:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

we can disclose important information to you by referring to other documents that contain\nthat information;

\n\n

\n\n\n\n \n \n \n\n\n

•

the information incorporated by reference is considered to be part of this prospectus; and

\n\n

\n\n\n\n \n \n \n\n\n

•

any information that we file with the SEC in the future is automatically incorporated into\nthis prospectus and updates and supersedes previously filed information, including information\ncontained in this prospectus.

\n\n

We incorporate by reference into this prospectus the following documents and any future\nfilings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange\nAct of 1934 after the date of this prospectus until we sell all of the securities that we have\nregistered under the registration statement of which this is a part:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

Our Annual Report on Form 10-K for the year ended July 31, 2008;

-7-\n

\n\n\n

\n\n\n\n

\n\n

\n\n\n\n \n \n \n\n\n

•

Our Current Reports on Form 8-K filed September 19, 2008 (incorporating by reference only the\ninformation disclosed pursuant to Item 8.01) and October 1, 2008; and

\n\n

\n\n\n\n \n \n \n\n\n

•

That portion of our Registration Statement on Form 8-A filed April 27, 1999 that describes\nour Class A Nonvoting Common Stock in Item 1 thereof, which incorporates the description from\nthe description of our capital stock contained in our Registration Statement on Form S-3\n(Registration Statement No. 333-04155), filed May 21, 1996, and any further amendment or\nreport updating that description.

\n\n

You may request a copy of any of these filings, at no cost, by writing to Investor Relations,\nBrady Corporation, P.O. Box 571, Milwaukee, WI 53201-0571, or e-mail at investor@bradycorp.com, or\nby calling Investor Relations at (414) 438-6918. You may obtain copies of these materials through\nour website, www.bradycorp.com. However, we are not incorporating the information contained on our\nwebsite other than these filings into this prospectus.\n

\n\n

If we have incorporated by reference any statement or information into this prospectus and we\nsubsequently modify that statement or information, the statement or information incorporated into\nthis prospectus is also modified or superseded in the same manner. This prospectus incorporates by\nreference any subsequently filed document.\n

\n\n

USE OF PROCEEDS\n

\n\n\n

Except as otherwise described in an applicable prospectus supplement, we intend to use the net\nproceeds from the sale of the securities for one or more of the following purposes:\n

\n\n\n\n

\n\n\n \n \n \n\n\n\n\n\n\n \n \n \n\n\n

•		refinance, in part, existing indebtedness;

•		finance, in part, the cost of acquisitions;

\n\n

\n\n\n\n \n \n \n\n\n

•

finance capital expenditures and capacity expansion; and/or

\n\n

\n\n\n\n \n \n \n\n\n

•

general corporate purposes and working capital.

\n\n

Funds which are not required immediately for these purposes may be invested temporarily in\nshort-term marketable securities.\n

\n\n

RATIO OF EARNINGS TO FIXED CHARGES\n

\n\n\n

The following table sets forth our ratio of earnings to fixed charges for each of the five\nyears ended July 31, 2008, 2007, 2006, 2005 and 2004.\n

\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n


	Years Ended July 31,
	2008		2007	2006		2005	2004
Ratio of Earnings to Fixed Charges		7.4			7.0			10.2	12.7	30.8

\n\n\n

For the purposes of computing the ratio of earnings to fixed charges, earnings consist of\nincome before income taxes plus fixed charges, less interest capitalized, preferred stock dividends\nand premium on redemption of preferred stock. Fixed charges consist of interest expensed and\ncapitalized, amortization of debt expenses, 8.5% of rent expenses, which is deemed representative\nof an interest factor, preferred stock dividends and premium on redemption of preferred stock.\n

\n\n

DESCRIPTION OF DEBT SECURITIES\n

\n\n\n

We may issue debt securities in one or more series under an Indenture (the “Indenture”)\nbetween us and a qualified trustee named in the Indenture, as trustee. The Indenture will be\nsubject to, and governed by, the Trust Indenture Act of 1939.\n

\n\n

The following summary of certain provisions of the Indenture does not purport to be complete\nand is qualified in its entirety by express reference to the Indenture and the Securities\nResolution which establishes a series of debt\n

\n\n

-8-\n

\n\n\n\n

securities (“Securities Resolution”) or the supplemental indenture authorizing a series.\nCopies of these documents will be filed with the SEC. Capitalized terms used in this section\nwithout definition have the meanings to be given such terms in the Indenture.\n

\n\n

The particular terms of the debt securities offered by a prospectus supplement will be\ndescribed in that supplement, along with any applicable modifications of or additions to the\ngeneral terms of the debt securities as described herein and in the Indenture. Accordingly, for a\ndescription of the terms of any series of debt securities, reference must be made to both the\ndescription of the debt securities in this prospectus and the prospectus supplement.\n

\n\n

General\n

\n\n\n

The Indenture does not limit the amount of debt securities that can be issued or our ability\nor that of our subsidiaries to incur, assure or guarantee debt. Also, the Indenture does not\nrestrict our ability or that of our subsidiaries to create or permit liens. It provides that the\ndebt securities may be issued from time to time in one or more series pursuant to the terms of one\nor more Securities Resolutions or supplemental indentures creating the series.\n

\n\n

As of the date of this prospectus, there were no debt securities outstanding under the\nIndenture. The ranking of a series of debt securities with respect to all our indebtedness will be\nestablished by a Securities Resolution or supplemental indenture creating the series.\n

\n\n

Terms\n

\n\n\n

If we offer debt securities pursuant to this prospectus, the accompanying prospectus\nsupplement will describe the following terms, if applicable, of those debt securities:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

the designation, denominations, aggregate principal amount, currency or composite\ncurrency in which principal or interest may be paid;

\n\n

\n\n\n\n \n \n \n\n\n

•

the price at which those debt securities will be issued and, if an index formula or other\nmethod is used, the method for determining amounts of principal or interest;

\n\n

\n\n\n\n \n \n \n\n\n

•

the maturity date and other dates, if any, on which principal will be payable;

\n\n

\n\n\n\n \n \n \n\n\n

•

the interest rate or rates, if any, or method of calculating the interest rate or rates;

\n\n

\n\n\n\n \n \n \n\n\n

•

the date or dates from which interest will accrue and on which interest will be payable, and\nthe record dates for the payment of interest;

\n\n

\n\n\n\n \n \n \n\n\n

•

the manner of paying principal and interest;

\n\n

\n\n\n\n \n \n \n\n\n

•

the place or places where principal and interest will be payable;

\n\n

\n\n\n\n \n \n \n\n\n

•

provisions relating to subsidiary guarantees, if any;

\n\n

\n\n\n\n \n \n \n\n\n

•

the terms of any mandatory or optional redemption by us including any sinking fund;

\n\n

\n\n\n\n \n \n \n\n\n

•

whether the debt securities may be converted into or exchanged for common stock or any other\nsecurities, and the terms of any conversion or exchange right;

\n\n

\n\n\n\n \n \n \n\n\n

•

the terms of any redemption at the option of holders;

\n\n

\n\n\n\n \n \n \n\n\n

•

any tax indemnity provisions;

-9-\n

\n\n\n

\n\n\n\n

\n\n

\n\n\n\n \n \n \n\n\n

•

if the debt securities provide that payments of principal or interest may be made in a\ncurrency other than that in which debt securities are denominated, the manner for determining\nthose payments;

\n\n

\n\n\n\n \n \n \n\n\n

•

the portion of principal payable upon acceleration of a discounted debt security (as defined\nbelow);

\n\n

\n\n\n\n \n \n \n\n\n

•

whether and upon what terms debt securities may be defeased;

\n\n

\n\n\n\n \n \n \n\n\n

•

whether any events of default or covenants in addition to or in lieu of those set forth in\nthe Indenture apply;

\n\n

\n\n\n\n \n \n \n\n\n

•

provisions for electronic issuance of debt securities or for debt securities in\nuncertificated form;

\n\n

\n\n\n\n \n \n \n\n\n

•

the ranking of the debt securities; and

\n\n

\n\n\n\n \n \n \n\n\n

•

any other terms not inconsistent with the provisions of the Indenture, including any\ncovenants or other terms that may be required or advisable.

\n\n

We may issue debt securities as registered debt securities, bearer debt securities or\nuncertificated debt securities, and in any denominations specified in the terms of the series.\n

\n\n

In connection with its original issuance, no bearer debt security will be offered, sold or\ndelivered to any location in the United States, and a bearer debt security in definitive form may\nbe delivered in connection with its original issuance only upon presentation of a certificate in a\nform prescribed by us to comply with United States laws and regulations.\n

\n\n

Registration of transfer of registered debt securities may be requested upon surrender thereof\nat any office or agency we maintain for that purpose and upon fulfillment of all other requirements\nof the agent.\n

\n\n

Conversion and Exchange\n

\n\n\n

The terms, if any, on which debt securities of any series will be convertible into or\nexchangeable for our common stock or other equity or debt securities, property, cash or\nobligations, or a combination of any of the foregoing, will be summarized in a prospectus\nsupplement relating to that series. The terms may include provisions for conversion or exchange,\neither on a mandatory basis, at the option of the holder or at our option.\n

\n\n

Covenants\n

\n\n\n

Any covenants that may apply to a particular series of debt securities will be described in\nthe prospectus supplement relating to that series.\n

\n\n

Ranking of Debt Securities\n

\n\n\n

Unless we otherwise state in a prospectus supplement, the debt securities will be unsecured\nand will rank equally and ratably with our other unsecured and unsubordinated debt. The Indenture\ndoes not limit the ability of any of our subsidiaries (including any guarantor) to issue, assume or\nguarantee debt, and the debt securities will be effectively subordinated to all existing and future\nindebtedness and other liabilities and commitments of our non-guarantor subsidiaries and to any\nexisting and future secured indebtedness of any guarantor subsidiaries.\n

\n\n

Successor Obligor\n

\n\n\n

The Indenture provides that, unless otherwise specified in the securities resolution which\nestablishes a series of debt securities, we shall not consolidate with or merge into, or transfer\nall or substantially all of our assets to, any person in any transaction in which we are not the\nsurvivor, unless:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

the person is organized under the laws of the United States or a state thereof or is\norganized under the laws of a foreign jurisdiction and consents to the jurisdiction of the\ncourts of the United States or a state thereof;

\n\n\n

-10-\n

\n\n\n

\n\n\n\n \n \n \n\n\n

•

the person assumes by supplemental indenture all of our obligations under the Indenture, the\ndebt securities and any coupons;

\n\n

\n\n\n\n \n \n \n\n\n

•

all required approvals of any regulatory body having jurisdiction over the transaction shall\nhave been obtained; and

\n\n

\n\n\n\n \n \n \n\n\n

•

immediately after the transaction no default, as defined below, exists.

\n\n

The successor shall be substituted for us, and thereafter all of our obligations under the\nIndenture, the debt securities and any coupons shall terminate.\n

\n\n

Default and Remedies\n

\n\n\n

Unless the Securities Resolution establishing the series otherwise provides (in which event\nthe prospectus supplement will so state), an “event of default” with respect to a series of debt\nsecurities will occur if:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

we default in any payment of interest on any debt securities of that series when the same\nbecomes due and payable and the default continues for the period of time set forth in the\nindenture;

\n\n

\n\n\n\n \n \n \n\n\n

•

we default in the payment of the principal and premium, if any, of any debt securities of the\nseries when the same becomes due and payable at maturity or upon redemption, acceleration or\notherwise;

\n\n

\n\n\n\n \n \n \n\n\n

•

we default in the performance of any of our other agreements applicable to the series and the\ndefault continues for the period of time set forth in the indenture after the notice specified\nbelow;

\n\n

\n\n\n\n \n \n \n\n\n

•

pursuant to or within the meaning of any Bankruptcy Law, as defined below, we:

\n\n

	•		commence a voluntary case;

	•		consent to the entry of an order for relief against us in an involuntary case;

	•		consent to the appointment of a custodian for us or for all or substantially all of our\nproperty; or

	•		make a general assignment for the benefit of our creditors;

	•		a court of competent jurisdiction enters an order or decree under any Bankruptcy Law\nthat:

	•		is for relief against us in an involuntary case;

	•		appoints a custodian for us or for all or substantially all of our property; or

	•		orders our liquidation, (and in each case the order or decree remains unstayed and in\neffect for the period of time set forth in the Indenture); or

	•		there occurs any other event of default provided for in such series.

\n\n

The term “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for\nthe relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or a\nsimilar official under any Bankruptcy Law.\n

\n\n

The term “default” means any event which is, or after notice or passage of time would be, an\nevent of default. A default is not an event of default until the trustee or the holders of at least\n25% in principal amount of the series notify us of the default and we do not cure the default\nwithin the time specified after receipt of the notice. If an event of default occurs and is\ncontinuing on a series, the trustee by notice to us, or the holders of at least 25% in principal\namount of the series, may declare the principal of and accrued interest on all the debt securities\nof the series to be\ndue and payable immediately. The holders of a majority in principal amount of the series, by\nnotice to the trustee,\n

\n\n

-11-\n

\n\n

may rescind an acceleration and its consequences if the rescission would not\nconflict with any judgment or decree and if all existing events of default on the series have been\ncured or waived except nonpayment of principal or interest that has become due solely because of\nthe acceleration. If an event of default occurs and is continuing on a series, the trustee may\npursue any available remedy to collect principal or interest then due on the series, to enforce the\nperformance of any provision applicable to the series, or otherwise to protect the rights of the\ntrustee and holders of the series.\n

\n\n

The trustee may require indemnity satisfactory to it before it enforces the Indenture or the\ndebt securities of the series. Subject to certain limitations, holders of a majority in principal\namount of the debt securities of the series may direct the trustee in its exercise of any trust or\npower with respect to such series. Except in the case of default in payment on a series, the\ntrustee may withhold from holders of that series notice of any continuing default if it determines\nthat withholding the notice is in the interest of holders of the series. We are required to furnish\nthe trustee annually a brief certificate as to our compliance with all conditions and covenants\nunder the Indenture.\n

\n\n

The Indenture does not have a cross-default provision. Thus, a default by us, or any guarantor\nsubsidiary, on any other debt, including any other series of debt securities, would not constitute\nan event of default. A Securities Resolution which establishes a series of debt securities may\nprovide for a cross-default provision, in which case the prospectus supplement will describe the\nterms of that provision.\n

\n\n

Amendments and Waivers\n

\n\n\n

The Indenture and the debt securities may be amended, and any default may be waived as\nfollows: Unless a Securities Resolution otherwise provides (in which event the prospectus\nsupplement will state that), we and the trustee may amend the debt securities, the Indenture and\nany coupons with the written consent of the holders of a majority in principal amount of the debt\nsecurities of all series affected voting as one class. Unless the Securities Resolution otherwise\nprovides (in which event the prospectus supplement will state that), a default on a particular\nseries may be waived with the consent of the holders of a majority in principal amount of the debt\nsecurities of the series. However, without the consent of each debt security holder affected, no\namendment or waiver may:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

reduce the amount of debt securities whose holders must consent to an amendment or waiver;

\n\n

\n\n\n\n \n \n \n\n\n

•

reduce the rate of or change or have the effect of changing the time for payment of interest,\nincluding defaulted interest, on any debt securities;

\n\n

\n\n\n\n \n \n \n\n\n

•

reduce the principal of or change or have the effect of changing the fixed maturity of any\ndebt securities, or change the date on which any debt securities may be subject to redemption\nor reduce the redemption price therefor;

\n\n

\n\n\n\n \n \n \n\n\n

•

make any debt securities payable in money other than that stated in the debt securities;

\n\n

\n\n\n\n \n \n \n\n\n

•

make any change in provisions of the Indenture protecting the right of each holder to receive\npayment of principal of and interest on the debt securities on or after the due date thereof\nor to bring suit to enforce such payment, or permitting holders of a majority in principal\namount of debt securities to waive defaults or events of default; or

\n\n

\n\n\n\n \n \n \n\n\n

•

make any change that materially adversely affects the right to convert or exchange any debt\nsecurity.

\n\n

Without the consent of any debt security holder, we and the trustee may amend the Indenture,\nthe debt securities or any coupons to:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

cure any ambiguity, defect, or inconsistency;

\n\n

\n\n\n\n \n \n \n\n\n

•

provide for uncertificated debt securities in addition to or in place of certificated debt\nsecurities;

\n\n

\n\n\n\n \n \n \n\n\n

•

comply with the Indenture’s provisions relating to corporate successors or rules relating to\nthe conduct of meetings;

-12-\n

\n\n\n

\n\n\n\n

\n\n

\n\n\n\n \n \n \n\n\n

•

make any change that would provide any additional rights or interests under the holders of\ndebt securities or that does not materially adversely affect the rights or interests under the\nIndenture of any such holder;

\n\n

\n\n\n\n \n \n \n\n\n

•

create a series and establish its terms;

\n\n

\n\n\n\n \n \n \n\n\n

•

comply with requirements of the SEC in order to effect or maintain qualification of the\nIndenture under the Trust Indenture Act;

\n\n

\n\n\n\n \n \n \n\n\n

•

provide that specific provisions of the Indenture shall not apply to a series not previously\nissued; or

\n\n

\n\n\n\n \n \n \n\n\n

•

provide for a separate trustee for one or more series.

\n\n

Legal Defeasance and Covenant Defeasance\n

\n\n\n

Debt securities of a series may be defeased in accordance with their terms and, unless the\nSecurities Resolution establishing the terms of the series otherwise provides, as set forth in the\nIndenture and described briefly below. We, at any time, may terminate as to a series all of our\nobligations (except certain obligations, including obligations with respect to the defeasance trust\nand obligations to register the transfer or exchange of a Security, to replace destroyed, lost or\nstolen debt securities and coupons, and to maintain paying agencies in respect of the debt\nsecurities) with respect to the debt securities of the series and any related coupons and the\nIndenture (“legal defeasance”). We, at any time, may terminate as to a series our obligations, if\nany, with respect to the debt securities and coupons of the series under any restrictive covenants\nwhich may be applicable to a particular series (“covenant defeasance”).\n

\n\n

We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant\ndefeasance option. If we exercise our legal defeasance option, a series may not be accelerated\nbecause of an event of default. If we exercise our covenant defeasance option, a series may not be\naccelerated by reference to any restrictive covenants which may be applicable to the particular\nseries.\n

\n\n

To exercise either defeasance option as to a series, we must:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

irrevocably deposit in trust (the “defeasance trust”) with the trustee or another trustee\nmoney or U.S. government obligations;

\n\n

\n\n\n\n \n \n \n\n\n

•

deliver a certificate from a nationally recognized firm of independent accountants expressing\ntheir opinion that the payments of principal and interest when due on the deposited U.S.\ngovernment obligations, without reinvestment, plus any deposited money without investment will\nprovide cash at such times and in such amounts as will be sufficient to pay the principal and\ninterest when due on all debt securities of the series to maturity or redemption, as the case\nmay be; and

\n\n

\n\n\n\n \n \n \n\n\n

•

comply with other specified conditions; in particular, we must obtain an opinion of tax\ncounsel that the defeasance will not result in recognition of any gain or loss to holders for\nfederal income tax purposes.

\n\n

The term “government obligations” means direct obligations of, or obligations guaranteed by,\nthe United States and for payment of which the United States pledges its full faith and credit.\n

\n\n

Guarantees\n

\n\n\n

A series of debt securities may be guaranteed by some of our subsidiary corporations, if those\nguarantees are provided for in the Securities Resolution or the supplemental indenture relating to\nthat series of debt securities. If guarantees are issued in connection with any debt securities,\nthe terms of those guarantees and the names of our subsidiaries which are providing the guarantees\nwill be identified in the applicable prospectus supplement.\n

\n\n

Regarding the Trustee\n

\n\n

-13-\n

\n\n

The prospectus supplement relating to any debt securities will identify the trustee and\nregistrar for those debt securities. Unless otherwise indicated in a prospectus supplement, the\ntrustee will also act as transfer agent and paying agent with respect to the debt securities. We\nmay remove the trustee with or without cause if we so notify the trustee three months in advance\nand if we are not in default during the three-month period. The trustee, in its individual or any\nother capacity, may make loans to, accept deposits from, and perform services for us or our\naffiliates, and may otherwise deal with us or our affiliates, as if it were not trustee.\n

\n\n

DESCRIPTION OF CAPITAL STOCK\n

\n\n\n

General\n

\n\n\n

Under Brady’s Restated Articles of Incorporation, the authorized capital stock of Brady\nconsists of 100 million shares of Class A Nonvoting Common Stock, $.01 par value; 10 million shares\nof Class B Voting Common Stock, $.01 par value; 45,000 shares of Cumulative Preferred Stock, $100\npar value; and 5 million shares of Preferred Stock, $.01 par value, issuable in series. The\nCumulative Preferred Stock is divided into series as follows: 5,000 shares of 6.0% Cumulative\nPreferred Stock (entitled to a $6.00 per annum cumulative dividend, payable quarterly), 10,000\nshares of Cumulative Preferred Stock, 1972 Series (also entitled to cumulative dividends at $6.00\nper annum, payable quarterly) and 30,000 shares of Cumulative Preferred Stock, 1979 Series\n(entitled to cumulative dividends of $10.00 per annum, payable quarterly). No shares of Cumulative\nPreferred Stock or Preferred Stock are issued and outstanding at this time. As of September 22,\n2008, there were 49,855,020 shares of Class A Nonvoting Common Stock issued and outstanding and\n3,538,628 shares of Class B Nonvoting Common Stock issued and outstanding. No Brady shareholder has\ncumulative voting rights or preemptive or other rights to subscribe for additional Brady shares.\nAll of the outstanding shares are fully paid and non-assessable.\n

\n\n

Common Stock\n

\n\n\n

The following is a brief description of Brady’s Common Stock. The rights of holders of the\nCommon Stock are subject to the rights of holders of Brady’s Cumulative Preferred Stock and\nPreferred Stock.\n

\n\n

Holders of the Class A Nonvoting Common Stock are not entitled to vote on any corporate\nmatters, except as may be required by law, unless, in each of the three preceding fiscal years, the\n$0.01665 preferential dividend described below has not been paid in full. Holders of the Class A\nNonvoting Common Stock are entitled to one vote per share for the election of directors and for all\nother purposes for the entire fiscal year immediately following the third consecutive fiscal year\nin which the preferential dividend is not paid in full. Holders of Class B Voting Common Stock are\nentitled to one vote per share for the election of directors and for all other purposes.\n

\n\n

Before any dividend may be paid on the Class B Voting Common Stock, holders of the Class A\nNonvoting Common Stock are entitled to receive an annual, non-cumulative cash dividend of $0.01665\nper share (subject to adjustment in the event of stock splits, stock dividends or similar events\ninvolving shares of Class A Nonvoting Common Stock). Thereafter, any further dividend in that\nfiscal year must be paid on all shares of Common Stock on an equal basis.\n

\n\n

Subject to the prior rights of any shares of Cumulative Preferred Stock and/or Preferred\nStock, upon liquidation, dissolution, or winding up of Brady, holders of the Class A Nonvoting\nCommon Stock are entitled to receive the sum of $0.8333 per share (subject to adjustment in the\nevent of stock splits, stock dividends or similar events involving shares of Class A Nonvoting\nCommon Stock) before any payment or distribution to holders of the Class B Voting Common Stock.\nHolders of the Class B Voting Common Stock are then entitled to receive a payment or distribution\nof $0.8333 per share (subject to adjustment for stock splits, stock dividends or similar\ntransactions involving shares of the Class B Voting Common Stock). Thereafter, holders of the\nCommon Stock share on a pro rata basis all payments or distributions upon liquidation, dissolution\nor winding up of Brady. The preferences in dividends and liquidation rights of the Class A\nNonvoting Common Stock over the Class B Voting Common Stock will terminate at any time that the\nvoting rights of Class A Nonvoting Common Stock and Class B Voting Common Stock become equal, other\nthan as required by law or upon nonpayment of dividends as described above.\n

\n\n

The transfer agent for the Class A Nonvoting Common Stock is Wells Fargo Bank Minnesota, N.A.,\nSt. Paul, Minnesota.\n

\n\n

-14-\n

\n\n

Cumulative Preferred Stock\n

\n\n\n

The following is a brief description of Brady’s Cumulative Preferred Stock. Our Restated\nArticles of Incorporation authorize our Board of Directors to issue from time to time, without\nshareholder approval, the shares of Cumulative Preferred Stock. No Cumulative Preferred Stock is\nissued and outstanding at this time.\n

\n\n

No dividends may be paid and no distributions may be made on the Common Stock (except\ndividends payable in Common Stock) and no shares of Common Stock may be purchased or acquired for\nvalue by Brady (except shares acquired in exchange for, or through application of the proceeds or\nsale of, shares of Common Stock), unless (a) all accrued dividends on all classes of the Cumulative\nPreferred Stock have been paid and (b) the net assets of Brady which would remain after the\ndividend, distribution or acquisition relating to the Common Stock would be at least twice the\namount payable to holders of the Cumulative Preferred Stock in the event of voluntary liquidation,\nor unless authorized by the affirmative vote or written consent of the holders of at least\ntwo-thirds of the outstanding shares of the Cumulative Preferred Stock.\n

\n\n

In the event of dissolution, liquidation or winding up of our affairs and after payment of all\nour debts, the Cumulative Preferred Stock must be redeemed at par value plus accrued but unpaid\ndividends, if any, before any payment may be made on account of the Common Stock, and, in the case\nof a voluntary dissolution, a premium of $6.00 per share must also be paid on each share of\nCumulative Preferred Stock before any payment may be made on account of the Common Stock. The\nCumulative Preferred Stock is subject to redemption at our option on any quarterly dividend paying\ndate at par plus all accrued and unpaid dividends plus a premium of $6.00 per share.\n

\n\n

The Cumulative Preferred Stock has no voting power except as otherwise provided by law, unless\nfour quarterly dividends are unpaid in whole or in part. Whenever four quarterly dividend payments,\nwhether consecutive or not, are unpaid in whole or in part, the holders of all series of Cumulative\nPreferred Stock, voting separately as one class, are entitled to elect and maintain in office such\nnumber of the directors as constitutes a maximum minority of the entire board of directors of Brady\n(i.e., one less than half of the then current number of directors) until all accrued and unpaid\ndividends have been paid. The affirmative vote of the holders of at least two-thirds of the\noutstanding shares of Cumulative Preferred Stock, voting as a class, is also required to make\ncertain amendments to the Articles of Incorporation affecting the rights of the Cumulative\nPreferred Stock and to allow any merger or consolidation of Brady, and any sale, lease, exchange or\nother disposition of all or substantially all of our assets.\n

\n\n

Preferred Stock\n

\n\n\n

Our Restated Articles of Incorporation authorize our Board of Directors to issue from time to\ntime Preferred Stock in series and to fix the powers, preferences, rights, qualifications,\nlimitations or restrictions of any series with respect to the rate of dividend, price and terms of\nredemption, the amounts payable in the event of voluntary or involuntary liquidation, any sinking\nfund provisions for redemption or repurchase, the terms and conditions of conversion into any other\nclass or series of our stock and voting rights, if any. No series of Preferred Stock is issued and\noutstanding at this time.\n

\n\n

Our Board of Directors, without shareholder approval, could issue Preferred Stock with voting\nand conversion rights which could adversely affect the voting power and liquidation rights of the\nholders of Common Stock.\n

\n\n

Additional Terms and Certain Statutory Provisions\n

\n\n\n

The provisions of our Restated Articles of Incorporation and our By-Laws may delay or make\nmore difficult acquisitions or changes of control of Brady not approved by our Board of Directors.\nSuch provisions could have the effect of discouraging third parties from making proposals involving\nan acquisition or change of control of us, although such proposals, if made, might be considered\ndesirable by a majority of our shareholders. Such provisions may also have the effect of making it\nmore difficult for third parties to cause the replacement of our current management without the\nconcurrence of the Board of Directors.\n

\n\n

Voting control of Brady is vested in the holders of Class B Voting Common Stock. As a result,\nthe holders of the Class B Voting Common Stock will be able to elect or remove all of our Board of\nDirectors and, except as otherwise\n

\n\n

-15-\n

\n\n\n\n

required by applicable law or the Restated Articles of\nIncorporation, will be able to determine the outcome of all matters submitted for shareholder\nconsideration. Such control may have the effect of discouraging certain types of transactions\ninvolving an actual or potential change of control of Brady, including transactions in which the\nholders of Class A Nonvoting Common Stock might otherwise receive a premium for their shares over\nthen-current market prices.\n

\n\n

Because Brady’s Class B Voting Common Stock, the only class of Brady’s capital stock generally\nentitled to vote on the election of directors, is not registered or traded on a national securities\nexchange or registered under Section 12(g) of the Securities Exchange Act of 1934, and Brady has\nnot elected in its Restated Articles of Incorporation to adopt the various anti-takeover provisions\nof the Wisconsin Business Corporation Law, such anti-takeover provisions do not currently apply to\nBrady.\n

\n\n

BOOK-ENTRY\n

\n\n\n

The Depository Trust Company (“DTC”), New York, NY, may act as securities depository for the\nsecurities, in which case the applicable prospectus supplement will so provide. The securities\nwill be issued as fully registered securities registered in the name of Cede & Co. (DTC’s\npartnership nominee) or such other name as may be requested by an authorized representative of DTC.\nOne fully registered security certificate will be issued for the securities, in the aggregate\nprincipal amount of such issue, and will be deposited with DTC.\n

\n\n\n

DTC, the world’s largest securities depository, is a limited-purpose trust company organized\nunder the New York Banking Law, a “banking organization” within the meaning of the New York Banking\nLaw, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New\nYork Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of\nSection 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over\n3.5 million issues of U.S. and non-U.S. equity, corporate and\nmunicipal debt issues, and money market instruments from over 100 countries that DTC’s participants\n(“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among\nDirect Participants of sales and other securities transactions in deposited securities through\nelectronic computerized book-entry transfers and pledges between Direct Participants’ accounts.\nThis eliminates the need for physical movement of securities certificates. Direct Participants\ninclude both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing\ncorporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository\nTrust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities\nClearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing\nagencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is\nalso available to others such as both U.S. and non-U.S. securities brokers and dealers, banks,\ntrust companies, and clearing corporations that clear through or maintain a custodial relationship\nwith a Direct Participant, either directly or indirectly (“Indirect Participants” and together with\nthe Direct Participants, the “Participants”). DTC has Standard & Poor’s highest rating: AAA. The\nDTC rules applicable to its Participants are on file with the Securities and Exchange Commission.\n

\n\n\n

Purchases of securities under the DTC system must be made by or through Direct Participants,\nwhich will receive a credit for the securities on DTC’s records. The ownership interest of each\nactual purchaser of each security (a “beneficial owner”) is in turn to be recorded on the Direct\nand Indirect Participants’ records. Beneficial owners will not receive written confirmation from\nDTC of their purchase. Beneficial owners are, however, expected to receive written confirmations\nproviding details of the transaction, as well as periodic statements of their\nholdings, from the Direct or Indirect Participant through which the Beneficial owner entered into\nthe transaction. Transfers of ownership interests in the securities are to be accomplished by\nentries made on the books of Direct and Indirect Participants acting on behalf of beneficial\nowners. Beneficial owners will not receive certificates representing their ownership interests in\nSecurities, except in the event that use of the book-entry system for the debt securities is\ndiscontinued.\n

\n\n\n

To facilitate subsequent transfers, all securities deposited by Direct Participants with DTC\nare registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be\nrequested by an authorized representative of DTC. The deposit of Securities with DTC and their\nregistration in the name of Cede & Co. or such\nother nominee do not effect any change in beneficial ownership. DTC has no knowledge of the\nactual beneficial owners of the securities; DTC’s records reflect only the identity of the Direct\nParticipants to whose accounts such\n

\n\n\n

-16-\n

securities are credited, which may or may not be the beneficial owners. The Participants will\nremain responsible for keeping account of their holdings on behalf of their customers.\n

\n\n\n

Conveyance of notices and other communications by DTC to Direct Participants, by Direct\nParticipants to Indirect Participants, and by Direct Participants and Indirect Participants to\nbeneficial owners will be governed by arrangements among them, subject to any statutory or\nregulatory requirements as may be in effect from time to time.\n

\n\n\n

Redemption notices shall be sent to DTC. If less than all of the securities within an issue\nare being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct\nParticipant in such issue to be redeemed.\n

\n\n\n

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to\nthe securities unless authorized by a Direct Participant in accordance with DTC’s procedures.\nUnder its usual procedures, DTC mails an omnibus proxy to the Participants as soon as possible\nafter the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those\nDirect Participants to whose accounts the securities are credited on the record date (identified in\na listing attached to the omnibus proxy).\n

\n\n\n

Redemption proceeds, distributions, and dividend payments on debt Securities will be made to\nCede & Co., or such other nominee as may be requested by an authorized representative of DTC.\nDTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and\ncorresponding detail information from Issuer or Agent on the payable date in accordance with their\nrespective holdings shown on DTC’s records. Payments by Participants to beneficial owners will be\ngoverned by standing instructions and customary practices, as is the case with securities held for\nthe accounts of customers in bearer form or registered in “street name,” and will be the\nresponsibility of such Participant and not of DTC, Brady, or any agent of either of them, subject\nto any statutory or regulatory requirements as may be in effect from time to time. Payment of\nredemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as\nmay be requested by an authorized representative of DTC) is the responsibility of Brady or the\ntrustee, disbursement of such payments to Direct Participants will be the responsibility of DTC,\nand disbursement of such payments to the beneficial owners will be the responsibility\nof Direct and Indirect Participants.\n

\n\n\n

DTC may discontinue providing its services as securities depository with respect to the\nsecurities at any time by giving reasonable notice to Brady or the trustee. Under such\ncircumstances, in the event that a successor securities depository is not obtained, security\ncertificates are required to be printed and delivered.\n

\n\n\n

We may also decide to discontinue use of the system of book-entry-only transfers through DTC\n(or a successor securities depository). In that event, security certificates will be printed and\ndelivered.\n

\n\n\n

We will not have any responsibility or obligation to Participants or to the persons for whom\nthey act as nominees with respect to the accuracy of the records of DTC, its nominees or any Direct\nor Indirect Participants with respect to any ownership interest in the securities, or with respect\nto payments or providing of notice to the Direct Participants, the Indirect Participants, or the\nbeneficial owners.\n

\n\n\n

The information in this section concerning DTC and DTC’s book-entry system has been obtained\nfrom sources that we believe to be reliable, but we take no responsibility for the accuracy\nthereof. We have no responsibility for the performance of DTC or its Participants of their\nobligations as described in this prospectus or under the rules and procedures governing their\nrespective obligations.\n

\n\n

PLAN OF DISTRIBUTION\n

\n\n\n

We may sell the securities offered under this prospectus to or through underwriting syndicates\nrepresented by managing underwriters, through one or more underwriters without a syndicate for them\nto offer and sell to the public, agents or dealers or to investors directly in negotiated sales or\nin competitively bid transactions.\n

\n\n

Underwriters\n

\n\n\n

-17-\n

\n\n\n\n\n

The relevant prospectus supplement will identify any agents or underwriters and describe their\ncompensation, including underwriting discount. The prospectus supplement will also describe other\nterms of the offering, including any discounts or concessions allowed or reallowed or paid to\ndealers and any securities exchanges or automated quotation systems on which any offered debt\nsecurities may be listed.\n

\n\n

The distribution of securities under this prospectus may occur from time to time in one or\nmore transactions at a fixed price or prices, which may be changed, at market prices prevailing at\nthe time of sale, at prices related to those prevailing market prices or at negotiated prices.\n

\n\n

Agents and Direct Sales\n

\n\n

If the applicable prospectus supplement indicates, we will authorize dealers or our agents to\nsolicit offers by various institutions to purchase offered securities from us pursuant to contracts\nthat provide for payment and delivery on a future date. We must approve all institutions, but they\nmay include, among others:\n

\n\n

\n\n\n\n \n \n \n\n\n

•

commercial and savings banks;

\n\n

\n\n\n\n \n \n \n\n\n

•

insurance companies;

\n\n

\n\n\n\n \n \n \n\n\n

•

pension funds;

\n\n

\n\n\n\n \n \n \n\n\n

•

investment companies; and

\n\n

\n\n\n\n \n \n \n\n\n

•

educational and charitable institutions.

\n\n

The institutional purchaser’s obligations will be subject only to the condition that the\npurchase of the securities is permitted at the time of delivery. The dealers and our agents will\nnot be responsible for the validity or performance of the contract.\n

\n\n

General Information\n

\n\n\n

Underwriters, dealers and agents participating in a sale of securities may be deemed to be\nunderwriters as defined in the Securities Act, and any discounts and commissions received by them\nand any profit realized by them on resale of the securities may be deemed to be underwriting\ndiscounts and commissions under the Securities Act. We may have agreements with the agents,\nunderwriters and dealers to indemnify them against various civil liabilities, including liabilities\nunder the Securities Act, or to contribute to payments that the agents, underwriters or dealers may\nbe required to make as a result of those civil liabilities.\n

\n\n

Our Class A Nonvoting Common Stock is quoted on the New York Stock Exchange under the symbol\n“BRC.” However, unless we indicate differently in a prospectus supplement, we will not list the\ndebt securities on any securities exchange or seek to have them included on the New York Stock\nExchange or any other automated quotation system. If we sell a security offered under this\nprospectus to an underwriter for public offering and sale, the underwriter may make a market for\nthat security, but is not obligated to do so. Therefore, we cannot give any assurances to you\nconcerning the liquidity of any security offered under this prospectus.\n

\n\n

Agents and underwriters and their affiliates may be customers of, engage in transactions with,\nor perform services for us or our subsidiary companies in the ordinary course of business.\n

\n\n

LEGAL MATTERS\n

\n\n\n

The validity of the securities to be sold pursuant to this prospectus will be passed upon for\nus by Quarles & Brady LLP, Milwaukee, Wisconsin counsel to the Company. The Company’s Secretary,\nHoyt R. Stastney, is a Partner of Quarles & Brady LLP. Legal matters will be passed upon for the\nunderwriters, dealers or agents by counsel we will name in the applicable prospectus supplement.\n

\n\n

EXPERTS\n

\n\n\n\n

-18-\n

\n\n\n\n\n

PART II
\nINFORMATION NOT REQUIRED IN PROSPECTUS\n

\n\n\n

Item 14. Other Expenses of Issuance and Distribution.\n

\n\n\n

The aggregate estimated expenses, other than underwriting discounts and commissions, in\nconnection with the issuance and distribution of the securities covered by this Registration\nStatement are currently anticipated to be as follows (all amounts are estimated). All expenses of\nthe offering will be paid by the Company:\n

\n\n


SEC registration fee (actual)	$	(1	)

Printing expenses		(2	)

Legal fees and expenses		(2	)

Accounting fees and expenses		(2	)

Miscellaneous (including any applicable listing fees, rating agency fees,\nTrustee and transfer agent’s fees and expenses)		(2	)

		—


Total	$	(2	)

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n


(1)		Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.

(2)		The amount of securities and number of offerings are indeterminable, and the expenses\ncannot be estimated at this time.

\n\n\n\n

Item 15. Indemnification of Directors and Officers.\n

\n\n\n

The Registrant is incorporated under the Wisconsin Business Corporation Law (“WBCL”). Under\nSection 180.0851(1) of the WBCL, the Registrant is required to indemnify a director or officer, to\nthe extent such person is successful on the merits or otherwise in the defense of a proceeding, for\nall reasonable expenses incurred in the proceeding if such person was a party because he or she was\na director or officer of the Registrant. In all other cases, the Registrant is required by Section\n180.0851(2) of the WBCL to indemnify a director or officer against liability incurred in a\nproceeding to which such person was a party because he or she was an officer or director of the\nRegistrant, unless it is determined that he or she breached or failed to perform a duty owed to the\nRegistrant and the breach or failure to perform constitutes: (i) a willful failure to deal fairly\nwith the Registrant or its shareholders in connection with a matter in which the director or\nofficer has a material conflict of interest; (ii) a violation of criminal law, unless the director\nor officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to\nbelieve his or her conduct was unlawful; (iii) a transaction from which the director or officer\nderived an improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL\nprovides that, subject to certain limitations, the mandatory indemnification provisions do not\npreclude any additional right to indemnification or allowance of expenses that a director or\nofficer may have under the Registrant’s articles of incorporation, bylaws, a written agreement or a\nresolution of the board of directors or shareholders.\n

\n\n\n

Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin\nto require or permit indemnification, allowance of expenses and insurance to the extent required or\npermitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection\nwith a proceeding involving a federal or state statute, rule or regulation regulating the offer,\nsale or purchase of securities.\n

\n\n\n\n

II-1\n

\n\n\n

Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable\nto a corporation, its shareholders, or any person asserting rights on behalf of the corporation or\nits shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities\narising from a breach of, or failure to perform, any duty resulting solely from his or her status\nas a director, unless the person asserting liability proves that the breach or failure to perform\nconstitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2)\nreferred to above.\n

\n\n

Under Section 180.0833 of the WBCL, directors of the Registrant against whom claims are\nasserted with respect to the declaration of an improper dividend or other distribution to\nshareholders to which the directors assented are entitled to contribution from other directors who\nassented to such distribution and from shareholders who knowingly accepted the improper\ndistribution, as provided therein.\n

\n\n

The Registrant’s Bylaws contain provisions that generally parallel the indemnification\nprovisions of the WBCL and cover certain procedural matters not dealt with in the WBCL. Directors\nand officers of the Registrant are also covered by directors’ and officers’ liability insurance\nunder which they are insured (subject to certain exceptions and limitations specified in the\npolicy) against expenses and liabilities arising out of proceedings to which they are parties by\nreason of being or having been directors or officers.\n

\n\n

Item 16. Exhibits.\n

\n\n\n

See the Exhibit Index following the Signatures page in this Registration Statement, which\nExhibit Index is incorporated herein by reference.\n

\n\n

Item 17. Undertakings.\n

\n\n\n

(a) The undersigned Registrant hereby undertakes:\n\n

\n\n

(1) To file, during any period in which offers or sales are being made, a post-effective\namendment to this Registration Statement:\n

\n\n\n

\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(i)		to include any prospectus required by Section\n10(a)(3) of the Securities Act of 1933;

	(ii)		to reflect in the prospectus any facts or\nevents arising after the effective date of the Registration Statement\n(or the most recent post-effective amendment thereof) which,\nindividually or in the aggregate, represent a fundamental change in the\ninformation set forth in the Registration Statement. Notwithstanding\nthe foregoing, any increase or decrease in volume of securities offered\n(if the total dollar value of securities offered would not exceed that\nwhich was registered) and any deviation from the low or high end of the\nestimated maximum offering range may be reflected in the form of\nprospectus filed with the Commission pursuant to Rule 424(b) if, in the\naggregate, the changes in volume and price represent no more than a 20%\nchange in the maximum aggregate offering price set forth in the\n“Calculation of Registration Fee” table in the effective Registration\nStatement; and

	(iii)		to include any material information with\nrespect to the plan of distribution not previously disclosed in the\nRegistration Statement or any material change to such information in\nthe Registration Statement;

\n\n

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do\nnot apply if the information required to be included in a post-effective amendment by those\nparagraphs is contained in periodic reports filed with or furnished to the SEC pursuant to Section\n13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in\nthe Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b)\nthat is part of the Registration Statement.\n

\n\n\n

II-2\n

\n\n\n\n\n

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each\nsuch post-effective amendment shall be deemed to be a new registration statement relating to the\nsecurities offered therein, and the offering of such securities at that time shall be deemed to be\nthe initial bona fide offering thereof.\n

\n\n\n

(3) To remove from registration by means of a post-effective amendment any of the securities\nbeing registered which remain unsold at the termination of the offering.\n

\n\n\n

(4) That, for purposes of determining any liability under the Securities Act of 1933 to any\npurchaser:\n

\n\n\n\n

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed\nto be part of the registration statement as of the date the filed prospectus was deemed part\nof and included in the registration statement; and\n

\n\n\n

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)\nas part of a registration statement in reliance on Rule 430B relating to an offering made\npursuant to Rule 415(a)(1)(i),(vii), or (x) for the purpose of providing the information\nrequired by section 10(a) of the Securities Act of 1933 shall be deemed to be a part of and\nincluded in the registration statement as of the earlier of the date such form of prospectus\nis first used after effectiveness or the date of the first contract of sale of securities in\nthe offering described in the prospectus. As provided in Rule 430B, for liability purposes\nof the issuer and any person that is at that date an underwriter, such date shall be deemed\nto be a new effective date of the registration statement relating to the securities in the\nregistration statement to which that prospectus relates, and the offering of such securities\nat that time shall be deemed to be the initial bona fide offering thereof. Provided,\nhowever, that no statement made in a registration statement or prospectus that is part of\nthe registration statement or made in a document incorporated or deemed incorporated by\nreference into the registration statement or prospectus that is part of the registration\nstatement will, as to a purchaser with a time of contract sale prior to such effective date,\nsupersede or modify any statement that was made in the registration statement or prospectus\nthat was part of the registration statement or made in any such document immediately prior\nto such effective date.\n

\n\n\n

(5) That, for the purpose of determining liability of the registrant under the\nSecurities Act of 1933 to any purchaser in the initial distribution of the securities: The\nundersigned registrant undertakes that in a primary offering of securities of the\nundersigned registrant pursuant to this registration statement, regardless of the\nunderwriting method used to sell the securities to the purchaser, if the securities are\noffered or sold to such purchaser by means of any of the following communications, the\nundersigned registrant will be a seller to the purchaser and will be considered to offer or\nsell such securities to such purchaser:\n

\n\n\n

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to\nthe offering required to be filed pursuant to Rule 424;\n

\n\n\n

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of\nthe undersigned registrant or used or referred to by the undersigned registrant;\n

\n\n\n

(iii) The portion of any other free writing prospectus relating to the offering\ncontaining material information about the undersigned registrant or it securities provided\nby or on behalf of the undersigned registrant; and\n

\n\n\n

(iv) Any other communication that is an offer in the offering made by the undersigned\nregistrant to the purchaser.\n

\n\n

(b) The undersigned Registrant hereby undertakes that for purposes of determining any\nliability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant\nto Section 13(a) or 15(d) of the Securities Act of 1934 (and, where applicable, each filing of an\nemployee benefits plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of\n1934) that is incorporated by reference in the registration statement\n

\n\n

II-3\n

\n\n\n\n

shall be deemed to be a new registration statement relating to the securities offered therein,\nand the offering of such securities at that time shall be deemed to be the initial bona fide\noffering thereof.\n

\n\n

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be\npermitted to directors, officers and controlling persons of the registrant pursuant to the\nforegoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC\nsuch indemnification is against public policy as expressed in the Act and is, therefore,\nunenforceable. In the event that a claim for indemnification against such liabilities (other than\nthe payment by the registrant of expenses incurred or paid by a director, officer or controlling\nperson of the registrant in the successful defense of any action, suit, or proceeding) is asserted\nagainst the registrant by such director, officer or controlling person in connection with the\nsecurities being registered , the registrant will, unless in the opinion of its counsel the matter\nhas been settled by controlling precedent, submit to a court of appropriate jurisdiction the\nquestion whether such indemnification by it is against public policy as expressed in the Act and\nwill be governed by the final adjudication of such issue.\n

\n\n

(d) The undersigned Registrants hereby undertake to file an application for the purpose of\ndetermining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust\nIndenture Act in accordance with the rules and regulations prescribed by the Commission under\nSection 305(b)(2) of the Trust Indenture Act.\n

\n\n

II-4\n

\n\n

SIGNATURES\n

\n\n\n

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it\nhas reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and\nhas duly caused this Registration Statement to be signed on its behalf by the undersigned,\nthereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on November 24, 2008.\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	BRADY CORPORATION (Registrant) \n
	By:	/s/ THOMAS J. FELMER\n
		Thomas J. Felmer
		Senior Vice President and Chief Financial\nOfficer

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his or her\ntrue and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,\nfor him or her and in his or her name, place and stead, in any and all capacities, to sign any and\nall amendments (including post-effective amendments) to this Registration Statement and to sign any\nregistration statement for the same offering that is to be effective upon filing pursuant to Rule\n462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other\ndocuments in connection therewith, with the Securities and Exchange Commission, and any other\nregulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power\nand authority to do and perform each and every act and thing requisite and necessary to be done in\nand about the premises, as fully to all intents and purposes as he or she might or could do in\nperson, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,\nor their substitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n


Signature		Title
/s/ FRANK M. JAEHNERT \n \nFrank M. Jaehnert\n		President and Chief Executive Officer (Principal\nExecutive Officer); Director

/s/ THOMAS J. FELMER \n \nThomas J. Felmer\n		Senior Vice President and Chief Financial Officer \n(Principal\nFinancial Officer)

/s/ RICHARD A. BEMIS \n \nRichard A. Bemis\n		Director

/s/ ROBERT C. BUCHANAN \n \nRobert C. Buchanan\n		Director

/s/ BRADLEY C. RICHARDSON \n \nBradley C. Richardson\n		Director

/s/ FRANK W. HARRIS \n \nFrank W. Harris\n		Director

/s/ FRANK R. JARC \n \nFrank R. Jarc\n		Director

/s/ CHAN W. GALBATO \n \nChan W. Galbato\n		Director

/s/ GARY E. NEI \n \nGary E. Nei\n		Director

\n\n\n

S-1\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	TRICOR DIRECT, INC. \n
	By:	/s/ FRANK M. JAEHNERT \n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n\n\n\n\n\n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER \n \nThomas J. Felmer\n		Senior Vice President (Principal Financial Officer and\nPrincipal Accounting Officer) and Director

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-4\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	WORLDMARK OF WISCONSIN INCORPORATED \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER\n \nThomas J. Felmer\n \n		Senior Vice President (Principal Financial and \nAccounting Officer) and Director\n

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-5\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it\nhas reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and\nhas duly caused this Registration Statement to be signed on its behalf by the undersigned,\nthereunto duly authorized, in the City of Las Vegas, State of Nevada, on November 24, 2008.\n

\n\n

\n \n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	BRADY INVESTMENT CO. \n
	By:	/s/ IVAN FARRIS\n
		Ivan Farris
		President, Treasurer and Secretary

\n\n\n

POWER OF ATTORNEY\n

\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ IVAN FARRIS \n \nIvan Farris\n		President,\nTreasurer and\nSecretary\n(Principal\nExecutive Officer;\nPrincipal Financial\nOfficer and\nPrincipal\nAccounting\nOfficer); Director

/s/ FRANK M. JAEHNERT \n \nFrank M. Jaehnert\n		Director

/s/ BARBARA G. BOLENS \n \nBarbara G. Bolens\n		Director

/s/ THOMAS J. FELMER \n \nThomas J. Felmer\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-6\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	BRADY INTERNATIONAL CO. \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT \n \nFrank M Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER\n \nThomas J. Felmer\n		Senior Vice President and Director

/s/ HOYT R. STASTNEY \n \nHoyt R. Stastney\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-7\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n\n\n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	BRADY WORLDWIDE, INC. \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT \n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER \n \nThomas J. Felmer\n		Vice President (Principal Financial and\nAccounting Officer); Director

/s/ HOYT R. STASTNEY \n \nHoyt R. Stastney\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n\n\n

S-8\n

\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	DUAL CORE, LLC d/b/a Identicard Systems Worldwide, Inc. \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director\n

/s/ THOMAS J. FELMER\n \n		Vice President (Principal Financial Officer and Principal\n
Thomas J. Felmer\n		Accounting Officer); Director

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-9\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	Permar, Inc. d/b/a Electromark \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n\n\n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director\n

/s/ THOMAS J. FELMER\n \n		Vice President (Principal Financial and Accounting Officer); Director\n
Thomas J. Felmer\n

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-10\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	CLEMENT COMMUNICATIONS, INC. \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n\n\n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director\n

/s/ THOMAS J. FELMER\n \n		Vice President (Principal Financial and Accounting Officer); Director\n
Thomas J. Felmer\n

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-11\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	STOPWARE, INC. \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n\n\n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director\n

/s/ THOMAS J. FELMER\n \n		Vice President (Principal Financial and Accounting Officer); Director\n
Thomas J. Felmer\n

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-12\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	COMPREHENSIVE IDENTIFICATION PRODUCTS, INC. \nd/b/a BRADY PEOPLE ID \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n\n\n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director\n

/s/ THOMAS J. FELMER\n \n		Vice President (Principal Financial and Accounting Officer); Director\n
Thomas J. Felmer\n

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S-13\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	VISUAL WEAR, LLC \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n\n\n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n \n \n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director\n

/s/ THOMAS J. FELMER\n \n		Vice President (Principal Financial and Accounting Officer); Director\n
Thomas J. Felmer\n

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n\n\n

S-14\n

\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	PV ACQUISITIONS, LLC \nd/b/a PROMOVISION PALOMINO \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER\n \nThomas J. Felmer\n		Vice President (Principal Financial and Accounting\nOfficer); Director

/s/ HOYT R. STASTNEY\n		Director
\nHoyt R. Stastney\n

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S- 15\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	BRADY PRECISION CONVERTING, LLC \nd/b/a BRADY MEDICAL \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER\n \nThomas J. Felmer\n		Vice President (Principal Financial and Accounting\nOfficer); Director

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n

S- 16\n

\n\n\n\n\n\n\n

SIGNATURES\n

\n\n\n

\n\n\n\n \n \n \n \n \n\n\n \n \n \n\n \n \n \n \n\n \n \n \n \n\n \n \n \n \n\n\n \n\n


	AIO ACQUISITION, INC \nd/b/a PERSONNEL CONCEPTS \n
	By:	/s/ FRANK M. JAEHNERT\n
		Frank M. Jaehnert
		President

\n\n

POWER OF ATTORNEY\n

\n\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer and Hoyt R. Stastney, and each of them, his true and\nlawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him\nand in his name, place and stead, in any and all capacities, to sign any and all amendments\n(including post-effective amendments) to this Registration Statement and to sign any registration\nstatement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under\nthe Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in\nconnection therewith, with the Securities and Exchange Commission, and any other regulatory\nauthority, granting unto said attorneys-in-fact and agents, and each of them, full power and\nauthority to do and perform each and every act and thing requisite and necessary to be done in and\nabout the premises, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorneys-in-fact and agents or any of them, or their\nsubstitutes, may lawfully do or cause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n

\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n


Signature		Title

/s/ FRANK M. JAEHNERT\n \nFrank M. Jaehnert\n		President (Principal Executive Officer); Director

/s/ THOMAS J. FELMER\n \nThomas J. Felmer\n		Vice President (Principal Financial and Accounting\nOfficer); Director

/s/ HOYT R. STASTNEY\n \nHoyt R. Stastney\n		Director

\n\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of November 24, 2008.

\n\n\n\n\n

S- 17\n

\n\n\n\n\n

BRADY CORPORATION
\n(the “Registrant”)
\n(Commission File No. 001-14959)\n

\n\n\n

EXHIBIT INDEX
\nTO
\nFORM S-3 REGISTRATION STATEMENT\n\n

\n\n

The following exhibits are filed with or incorporated by reference in this Registration\nStatement:\n


		Incorporated Herein	Filed
Exhibit	Description	By Reference To	Herewith

1.1*\n	Underwriting Agreement

4.1\n	Restated Articles of Incorporation\nof the Registrant\n	Exhibit 4.1 to the\nRegistrant’s\nRegistration\nStatement on Form\nS-3 (Registration\nNo. 333-04155)

4.2\n	By-Laws of the Registrant, as amended\n	Exhibit 3.2 to the\nRegistrant’s\nCurrent Report on\nForm 8-K filed\nSeptember 15, 2006.

4.3*\n	Form of Indenture for debt securities

4.4\n	Credit Agreement, dated October 5,\n2006, among the Registrant, Brady\nWorldwide, Inc., Tricor Direct,\nInc., the lenders party thereto and\nBank of America, N.A., as\nAdministrative Agent\n	Exhibit 10.14 to\nthe Registrant’s\nAnnual Report on\nForm 10-K for the\nfiscal year ended\nJuly 31, 2006.

4.5\n	First Amendment to Credit Agreement,\ndated March 18, 2008 among the\nRegistrant, Brady Worldwide, Inc.,\nTricor Direct, Inc., the lenders\nparty thereto and Bank of America,\nN.A., as Administrative Agent.\n	Exhibit 10.1 to the\nRegistrant’s\nCurrent Report on\nForm 8-K filed\nMarch 19, 2008.

4.6\n	Note Purchase Agreement, dated June\n28, 2004, among the Registrant,\nBrady Worldwide, Inc., Tricor\nDirect, Inc., and the purchasers\nparty thereto\n	Exhibit 10.1 to the\nRegistrant’s\nCurrent Report on\nForm 8-K/A filed on\nAugust 3, 2004

4.7\n	First Supplement to Note Purchase\nAgreement dated February 14, 2006,\namong the Registrant, Brady\nWorldwide, Inc., Tricor Direct,\nInc., and the purchasers party\nthereto\n	Exhibit 10.1 to\nRegistrant’s\nCurrent Report on\nForm 8-K filed\nFebruary 17, 2006.

4.8\n	Second Supplement to Note Purchase\nAgreement dated March 23, 2007,\namong the Registrant, Brady\nWorldwide, Inc., Tricor Direct,\nInc., and the purchasers party\nthereto\n	Exhibit 10.1 to\nRegistrant’s\nCurrent Report on\nForm 8-K filed\nMarch 26, 2007.

5.1\n	Opinion of Quarles & Brady LLP as to\nthe legality of the securities being\nregistered\n		X

12.1\n	Statement of Computation of Ratio of\nEarnings to Fixed Charges\n		X

\n\n\n

EI- 1\n

\n\n\n\n\n\n\n

Exhibit 5.1\n

\n\n\n

Quarles & Brady LLP
\n411 East Wisconsin Avenue
\nMilwaukee, Wisconsin 53202-4497\n

\n\n\n

November 24, 2008\n\n

\n\n

Brady Corporation
\n6555 West Good Hope Road
\nMilwaukee, Wisconsin 53223\n\n

\n\n

Ladies and Gentlemen:\n

\n\n

We are providing this opinion in connection with the Registration Statement of Brady\nCorporation (the “Company”) on Form S-3 (the “Registration Statement”) to be filed with the\nSecurities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as\namended (the “Act”). The Registration Statement relates to the proposed offering on a delayed\nbasis pursuant to Rule 415 under the Act, together or separately, of an indeterminate amount of\nthe Company’s (i) unsecured debt securities (the “Debt Securities”), (ii) related guarantees\n(the “Gurantees”) by various Company subsidiaries (the “Subsidiaries”) and/or (iii) Class A\nNonvoting Common Stock, par value $0.01 per share (the “Common Stock”). The Debt Securities,\nthe Guarantees and the Common Stock are collectively referred to herein as the “Offered\nSecurities.”\n

\n\n

We have examined (i) the Registration Statement; (ii) the Company’s Restated Articles of\nIncorporation and By-Laws, as amended to date; (iii) corporate proceedings of the Company and,\nif applicable, the relevant subsidiaries, relating to the Registration Statement and the\ntransactions contemplated thereby; and (iv) such other documents, and such matters of law, as\nwe have deemed necessary in order to render this opinion.\n

\n\n

In connection with this opinion, we have assumed that, at or prior to the time of delivery\nof the Offered Securities, (i) the Registration Statement and any amendments thereto (including\npost-effective amendments) will have become effective under the Act; (ii) a prospectus\nsupplement will have been prepared and filed with the Commission describing the terms of each\nparticular issue of Offered Securities offered and the terms of the offering thereof; (iii) all\nOffered Securities will be issued and sold in compliance with applicable federal and state\nsecurities laws and in the manner stated in the Registration Statement and the applicable\nprospectus supplement; (iv) with respect to an offering of Debt Securities and any Guarantees,\nany indenture providing for the issuance of Debt Securities (the “Indenture”) will have been\nduly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),\nand will have been duly authorized, executed and delivered by the Company and the trustee under\nthe Indenture, and any securities resolutions setting forth the terms of a series of Debt\nSecurities to be issued under the Indenture (the “Securities Resolution”) will have been duly\nauthorized by the Company; (v) a Form T-1 will be filed with the Commission with respect to the\ntrustee executing any Indenture or any supplemental indenture to any such Indenture; (vi) as\nappropriate, a definitive purchase, underwriting or similar agreement with respect to any\nOffered Securities offered will have been duly authorized, executed and delivered by the\nCompany and the other parties thereto; and (vii) with respect to shares of Common Stock\noffered, there will be sufficient shares of Common Stock authorized under the Company’s\nRestated Articles of Incorporation, as amended, and not otherwise reserved for issuance.\n

\n\n

On the basis and subject to the foregoing, we advise you that, in our opinion:\n

\n\n

\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(1)		The Company is a corporation validly existing under the laws of the State of\nWisconsin.

	(2)		When (i) the Registration Statement has become effective under the Act and\nthe Indenture has been duly qualified under the Trust Indenture Act, (ii) the terms\nof any class or series of Offered Securities have been authorized by appropriate\naction of the Company and, in the case of any Guarantees, the applicable\nsubsidiaries, (iii) any Debt Securities and Guarantees have been duly executed,\nauthenticated, issued and delivered in accordance with the provisions of the\nIndenture and the applicable Securities Resolution, and (iv) any such class or\nseries of Offered Securities has been duly issued and sold, and payment has been

\n\n\n

\n\n\n\n \n \n \n \n\n\n

received for such Offered Securities in the manner contemplated in the\nRegistration Statement and the prospectus supplement relating thereto, then (a) if\nthe Offered Securities are shares of Common Stock, such shares will be validly\nissued, fully paid and nonassessable, subject to the personal liability which may be imposed\non shareholders by former Section 180.0622(2)(b) of the Wisconsin Business Corporation Law,\nas judicially interpreted, for debts incurred prior to June 14, 2006 (for debts incurred on or after such date,\nSection 180.0622(2)(b) has been repealed) owing to employees for services performed, but not\nexceeding six months service in any one case; (b) if the Offered Securities are Debt\nSecurities, they will be legally issued and will constitute valid and binding\nobligations of the Company; and (c) if the Offered Securities are guarantees, they\nwill be legally issued and will constitute valid and binding obligations of the\nsubsidiaries executing them.

\n\n

We are qualified to practice law in the State of Wisconsin and we do not purport to be\nexperts on the law other than that of the State of Wisconsin and the federal laws of the United\nStates of America. We express no opinion as to the laws of any jurisdiction other than the\nState of Wisconsin and the federal laws of the United States. The Company’s Secretary, Hoyt R.\nStastney, is a Partner of Quarles & Brady LLP.\n

\n\n

We consent to the filing of this opinion as an exhibit to the Registration Statement and\nto the reference to our firm under the caption “Legal Matters” in the prospectus constituting a\npart thereof. In giving our consent, we do not admit that we come within the category of\npersons whose consent is required under Section 7 of the Act or the rules and regulations of\nthe Commission thereunder.\n

\n\n

Very truly yours,\n\n

\n\n

/s/ QUARLES & BRADY LLP\n\n

\n\n

Exhibit 12.1\n

\n\n\n

Computation of Ratio of Earnings to Fixed Charges
\n(Dollars in thousands, except Ratio Data)\n\n

\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n\n\n


	Years Ended July 31,
	2008		2007	2006		2005	2004
Earnings:
Income before income taxes	$	186,187		$	151,927		$	144,688	$	115,418	$	70,327
Add back:
Fixed charges less interest capitalized		29,059			25,158			15,572		9,809		2,362
Less:
Preferred stock dividends and premium on redemption of preferred stock		—			—			—		—		—

Total earnings	$	215,246		$	177,085		$	160,260	$	125,227	$	72,689


Fixed Charges:
Interest, capitalized and expensed	$	26,385		$	22,936		$	14,131	$	8,470	$	1,231
Amortization of debt expense		341			284			252		214		61
Interest portion of rent expense		2,333			1,936			1,290		1,192		1,070
Preferred stock dividends and premium on redemption of preferred stock		—			—			—		—		—

Total Fixed Charges	$	29,059		$	25,156		$	15,673	$	9,876	$	2,362


Ratio of Earnings to Fixed Charges ( 1)		7.4			7.0			10.2		12.7		30.8

\n\n\n

\n\n\n\n \n \n \n\n\n\n \n \n \n\n\n


(1)		The ratio of earnings to fixed charges has been computed by adding income before income\ntaxes and fixed charges less interest capitalized and subtracting preferred stock dividends and\npremium on redemption of preferred stock to derive total earnings, and dividing total earnings\nby fixed charges. Fixed charges consist of interest expensed and capitalized, amortization of\ndebt expense, 8.5% of rent expense which is deemed representative of an interest factor and\npreferred stock dividends and premium on redemption of preferred stock.

\n\n\n


Signature		Title
/s/ KATHLEEN M. JOHNSON \n \n		Chief Accounting Officer
Kathleen M. Johnson


		Incorporated Herein	Filed
Exhibit	Description	By Reference To	Herewith

23.1\n	Consent of Deloitte & Touche LLP\n		X

23.2\n	Consent of Quarles & Brady LLP\n		(Included in\nExhibit 5.1)

24.1\n	Powers of Attorney\n		(Included in the \nSignature Pages)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


Signature		Title
/s/ CONRAD G. GOODKIND \n \n		Director
Conrad G. Goodkind

/s/ ELIZABETH P. PUNGELLO \n \nElizabeth P. Pungello\n		Director

/s/ PATRICK W. ALLENDER \n \nPatrick W. Allender\n		Director


*		To be filed by amendment or as an exhibit to a Current Report on Form 8-K.