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UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION
Form 10-K/A\n
Amendment No. 1
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| x | \nANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended July 31, 2012
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| ¨ | \nTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period\nfrom to \n
Commission file number 1-14959
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BRADY CORPORATION
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| \n | \n | |
| Wisconsin | \n\n | 39-0178960 |
| (State or other jurisdiction of \nincorporation or organization) | \n\n | (IRS Employer |
6555 West Good Hope Road,
(Address of principal executive offices) (Zip Code)\n
(414) 358-6600
Securities\nregistered pursuant to Section 12(b) of the Act:
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| \n | \n | |
| Title of each class | \n\n | Name of each exchange on which registered |
| Class A Nonvoting Common Stock, Par | \n\n | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
\nNone
Indicate by\ncheck mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant\nto Section 13 or Section 15(d) of the Act. Yes ¨ No x
\nIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the\nSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90\ndays. Yes x No ¨
\nIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every\nInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such\nfiles). Yes x No ¨
\nIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will\nnot be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.\n¨
Indicate by check mark whether the registrant is a large accelerated filer,\nan accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check\none):
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| \n | \n | \n | \n | \n | \n | |
| Large accelerated filer | \n\n | x | \n\n | Accelerated filer | \n\n | ¨ |
| \n | \n | \n | ||||
| Non-accelerated filer | \n\n | ¨ (Do not check if a smaller reporting company) | \n\n | Smaller reporting company | \n\n | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the\nAct). Yes ¨ No x
\nThe aggregate market value of the non-voting common stock held by non-affiliates of the registrant as of January 31, 2012, was\napproximately $1,441,914,982 based on closing sale price of $32.37 per share on that date as reported for the New York Stock Exchange. As of September 20, 2012, there were 47,406,559 outstanding shares of Class A Nonvoting Common Stock\n(the “Class A Common Stock”), and 3,538,628 shares of Class B Common Stock. The Class B Common Stock, all of which is held by affiliates of the registrant, is the only voting stock.
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Explanatory Note
\nWe are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for\nthe fiscal year ended July 31, 2012, which was filed on September 27, 2012 (the “Original Form 10-K”), to amend and restate Exhibit 23 to correct a clerical error. This Amendment does not amend any other information set forth in\nthe Original Form 10-K, and we have not updated the disclosures therein to reflect any events that may have occurred at a date subsequent to the date of the Original Form 10-K.
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SIGNATURES
| \n | \n | |
| BRADY CORPORATION | ||
| \n | ||
| By: | \n\n | /S/ THOMAS J. FELMER |
| \n | \n | Thomas J. Felmer |
| \n | \n | Senior Vice President & Chief Financial Officer |
| \n | \n | (Principal Financial Officer) |
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\n\n\n\nEXHIBIT 23
We consent to\nthe incorporation by reference in Registration Statement Nos. 333-38857, 333-38859, 333-44505, 333-92417, 333-99615, 333-110949, 333-122867, 333-134503, 333-137686, 333-141402, 333-162538 and 333-177039 on Form S-8 and 333-177529 on Form S-3 of our\nreports dated September 27, 2012, relating to the consolidated financial statements and financial statement schedule of Brady Corporation and the effectiveness of Brady Corporation’s internal control over financial reporting, appearing in\nthis Annual Report on Form 10-K of Brady Corporation for the year ended July 31, 2012.
/s/ DELOITTE & TOUCHE LLP
\nMilwaukee, WI
September 27, 2012\n
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