Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-128023

PROSPECTUS SUPPLEMENT

(To Prospectus dated November 10, 2005)

Brady Corporation

4,000,000 Shares of Class A Nonvoting Common Stock

      We are selling 4,000,000 shares of our Class A Common Stock. Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “BRC”. The last reported sale price of our Class A Common Stock on June 21, 2006 was $36.38 per share.

      Investing in our Class A Common Stock involves risks. See the “Risk Factors” section beginning on page S-10 for a description of various risks you should consider in evaluating an investment in our Class A Common Stock.

      The underwriters have a 30-day option to purchase up to 600,000 additional shares of our Class A Common Stock from us on the same terms set forth above to cover over-allotments, if any.

      Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Robert W. Baird & Co.

The date of this prospectus supplement is June 22, 2006

 

 

 

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

      You should rely only on the information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is in addition to or different from that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We are not, and the underwriters are not, offering to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus is accurate only as of the date of this prospectus supplement or the accompanying prospectus, as the case may be, or in the case of the documents incorporated by reference, the date of such documents regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or any sales of our Class A Common Stock. Our business, financial condition, results of operations and prospects may have changed since those dates.

      The underwriters are offering shares of our Class A Common Stock subject to various conditions and may reject all or any part of any order. The shares of our Class A Common Stock should be ready for delivery on or about June 27, 2006 against payment of immediately available funds.

ABOUT THIS PROSPECTUS SUPPLEMENT

     This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus”, we are referring to both parts combined.

     If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information about us, the shares being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying prospectus as well as additional information described under “Where You Can Find More Information” before investing in our Class A Common Stock.

     All references to “Brady”, the “Company”, “us” and “we” in this prospectus supplement and the accompanying prospectus mean, unless the context indicates otherwise, Brady Corporation together with its consolidated subsidiaries. All references to “Class A Common Stock” in this prospectus supplement mean the Class A Nonvoting Common Stock, par value $.01 per share, offered for sale by Brady pursuant to this prospectus supplement. All references to “Class B Common Stock” in this prospectus supplement mean Brady’s Class B Voting Common Stock, par value $.01 per share. All references to “fiscal year” or “fiscal” in this prospectus supplement mean our fiscal year which ends on July 31 of each year.

     All references in this prospectus supplement to our consolidated financial statements include, unless the context indicates otherwise, the related notes.

     The information in this prospectus supplement and the documents incorporated by reference herein concerning market positions of certain of our products is based on our net sales for fiscal 2005 and management’s estimates of our competitors’ respective dollar volumes of net sales for the products, markets and geographic region or regions to which we refer. These estimates are based on our internal estimates, our knowledge of our relative position and the relative position of our competitors in applicable markets, and, in some limited cases, industry sources. Other market data included in this prospectus supplement and the documents incorporated by reference in this prospectus supplement concerning our business are estimated and are based on independent industry publications or other publicly available information. Although we believe that the information on which we have based these estimates of our market position and these market data are generally reliable, the accuracy and completeness of this information is not guaranteed and this information has not been independently verified.

     Various calculations of figures and percentages in this prospectus supplement may not add up or match due to rounding adjustments.

     We have registered the following trademarks that are used in this prospectus supplement: AquAlert; Balkhausen; B.I.G.; Brady; Brandon; Electromark; Emedco; ID Technology; Indenticard/ Identicam; J.A.M. Plastics; Personnel Concepts; Prinzing; Safety Signs Service; Seton; Signals; Signs & Labels; STOPware; Teklynx; Temtec; Tiscor; Tradex Converting; and Varitronic.

FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS

     All statements other than statements of historical facts included or incorporated by reference into this prospectus supplement, including statements regarding our future financial position, business strategy, budgets, projected costs, and plans and objectives for future operations are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this prospectus supplement. Forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue” or words of similar meaning. We cannot guarantee the accuracy of the forward-looking statements, and you should be aware that results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including those described under the caption “Risk Factors” and elsewhere in this prospectus supplement and under the caption “Forward-Looking Statements and Cautionary Factors” and elsewhere in the accompanying prospectus or those contained in the documents incorporated by reference into this prospectus supplement.

     We urge you to consider these factors and to review carefully the section “Risk Factors” in this prospectus supplement for a more complete discussion of the risks of an investment in our Class A Common Stock. The forward-looking statements included in this prospectus supplement or incorporated by reference into this prospectus supplement are made only as of the date of this prospectus supplement or the date of the incorporated document, and we undertake no obligation to publicly update these statements to reflect subsequent events or circumstances.

	MRO Market

	OEM Market

Class A Common Stock offered by us		4,000,000 shares.
Class A Common Stock outstanding after the offering		49,462,077 shares.
Use of proceeds		We intend to use the net proceeds from this offering to repay approximately $77 million of borrowings under our revolving credit facility, and for general corporate purposes, including potential future acquisitions. See “Use of Proceeds”.
Dividend policy		We have followed a practice of paying quarterly dividends on the two classes of our outstanding common stock. The declaration of future dividends is, however, subject to the discretion of our board of directors in light of all relevant factors, including earnings, financial condition, capital requirements and the provisions of our credit facilities. Holders of the Class A Common Stock are entitled to receive an annual, non-cumulative cash dividend of $0.01665 per share (subject to adjustment in the event of stock splits, stock dividends or similar events involving shares of Class A Common Stock) before any dividend may be paid on the Class B Common Stock. Thereafter, any further dividend in that fiscal year must be paid on all classes of common stock on an equal basis.
Voting rights		Holders of our Class A Common Stock are not entitled to vote on any corporate matters, except as may be required by law, unless, in each of the three preceding fiscal years, the $0.01665 preferential dividend described above has not been paid in full. Holders of the Class A Common Stock are entitled to one vote per share in the election of directors and for all other purposes for the entire fiscal year immediately following the third consecutive fiscal year in which the preferential dividend is not paid in full. Holders of Class B Common Stock are entitled to one vote per share in the election of directors and for all other purposes.
NYSE symbol		BRC
Risk factors		See the section entitled “Risk Factors” beginning on page S-10 for a discussion of factors you should consider carefully before deciding to buy our Class A Common Stock.

																								Nine Months Ended
				Fiscal Year Ended July 31,																				April 30,
				2001				2002				2003				2004				2005				2005				2006
				($ in thousands, except per share data)
Operating Data:
Net sales				$	545,944			$	516,962			$	554,866			$	671,219			$	816,447			$	606,401			$	730,103
Cost of products sold					257,313				256,186				275,717				325,858				383,171				282,052				348,252
Gross margin					288,631				260,776				279,149				345,361				433,276				324,349				381,851
Operating expenses:
	Research and development				20,329				17,271				18,873				23,028				25,078				17,744				20,677
	Selling, general and administrative				214,220				199,282				219,861				248,171				285,746				208,335				241,543
	Restructuring charge— net				9,560				2,720				9,589				3,181				—				—				—
		Total operating expenses			244,109				219,273				248,323				274,380				310,824				226,079				262,220
Operating income					44,522				41,503				30,826				70,981				122,452				98,270				119,631
Other income (expense):
	Investment and other income— net				686				1,714				1,750				577				1,369				812				2,759
	Interest expense				(418	)			(82	)			(121	)			(1,231	)			(8,403	)			(6,277	)			(8,920	)
		Net other income (expense)			268				1,632				1,629				(654	)			(7,034	)			(5,465	)			(6,161	)
Income before income taxes					44,790				43,135				32,455				70,327				115,418				92,805				113,470
Income taxes					17,244				14,882				11,035				19,456				33,471				26,913				31,772
Net income				$	27,546			$	28,253			$	21,420			$	50,871			$	81,947			$	65,892			$	81,698
Net income per common share— diluted:
	Class A Nonvoting Common Stock			$	0.59			$	0.60			$	0.46			$	1.07			$	1.64			$	1.32			$	1.64
	Class B Voting Common Stock			$	0.58			$	0.59			$	0.44			$	1.05			$	1.63			$	1.31			$	1.62
Cash dividends on:
	Class A Nonvoting Common Stock			$	0.36			$	0.38			$	0.40			$	0.42			$	0.44			$	0.33			$	0.39
	Class B Voting Common Stock			$	0.35			$	0.37			$	0.39			$	0.40			$	0.42			$	0.31			$	0.37
Balance Sheet Data:
Working capital(2)				$	123,830			$	135,764			$	123,878			$	131,706			$	141,560			$	164,774			$	248,892
Total assets					393,592				420,525				449,519				697,900				850,147				810,707				1,131,451
Long-term obligations, less current maturities					4,144				3,751				568				150,019				150,026				150,028				350,187
Stockholders’ investment					302,579				324,242				338,961				403,315				497,274				491,543				555,249

																						Nine Months Ended
		Fiscal Year Ended July 31,																				April 30,
		2001				2002				2003				2004				2005				2005				2006
		($ in thousands)
Cash Flow Data:
Net cash provided by operating activities		$	53,228			$	54,251			$	57,316			$	87,646			$	119,103			$	81,997			$	63,330
Depreciation and amortization			22,646				16,630				17,771				20,190				26,822				19,991				23,973
Capital expenditures			20,770				13,095				14,438				14,892				21,920				14,411				26,291
Other Financial Data:
EBITDA(3)		$	67,854			$	59,847			$	50,347			$	91,748			$	150,643			$	119,073			$	146,363

(1)	Prior year amounts have been reclassified to conform to current-year presentation.
(2)	Working capital is defined as current assets minus current liabilities.
(3)	EBITDA represents net income before interest, income taxes and depreciation and amortization. EBITDA is not a calculation based on U.S. generally accepted accounting principles (“U.S. GAAP”). The amounts included in the EBITDA calculation, however, are derived from amounts included in our consolidated statements of income, which form part of our historical consolidated financial statements. EBITDA should not be considered as an alternative to net income, operating income or any other indicator of our operating performance, or as an alternative to operating cash flows as a measure of liquidity. We have presented EBITDA because it is viewed as a measure of the operational strength of our business and is presented to our investors and lenders as a convenience to them. However, the EBITDA measure presented may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation. The table below reconciles net income, calculated according to U.S. GAAP, to EBITDA.

																							Nine Months
			Fiscal Year Ended July 31,																				Ended April 30,
			2001				2002				2003				2004				2005				2005				2006
			($ in thousands)
Net Income			$	27,546			$	28,253			$	21,420			$	50,871			$	81,947			$	65,892			$	81,698
	Interest			418				82				121				1,231				8,403				6,277				8,920
	Income taxes			17,244				14,882				11,035				19,456				33,471				26,913				31,772
	Depreciation and amortization			22,646				16,630				17,771				20,190				26,822				19,991				23,973
EBITDA			$	67,854			$	59,847			$	50,347			$	91,748			$	150,643			$	119,073			$	146,363

RISK FACTORS

     Before making an investment in our stock, you should carefully consider the risk factors set forth below and all other information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference and the matters discussed under “Forward-looking Statements and Cautionary Factors” beginning on page S-ii of this prospectus supplement and in the accompanying prospectus. If any of the events contemplated by the following risks actually occur, then our business, financial condition or results of operations could be materially adversely affected. As a result of these and other factors, the value of our Class A Common Stock could decline and you may lose all or part of your investment.

Risks Related to Our Business

Market demand for our products may be susceptible to fluctuations in the economy that may cause volatility in our results of operations.

     Sales of our products may be susceptible to changes in general economic conditions, namely general downturns in the regional economies in which we compete. Our business in the MRO market tends to vary with the nominal GDP of the local economies in which we manufacture and sell. As a result, in periods of economic contraction, our business may not grow or may decline. In the OEM market, we have been adversely affected by reduced demand for our products due to downturns in the global economy as this is a more cyclical business than the MRO business. This cyclicality can result in higher degrees of volatility in our net sales and results of operations. These more volatile markets include, but are not limited to, mobile telecommunication devices, hard disk drives and electronics in personal computers and personal digital assistants.

Our current and future success could be impacted by our ability to effectively integrate acquired companies and manage our growth.

     Our growth has placed and will continue to place significant demands on our management and operational and financial resources. Since April 2003, we have acquired 19 companies. These recent and any future acquisitions will require integration of sales and marketing, information technology, finance and administrative operations of the newly acquired businesses. The successful integration of acquisitions will require substantial attention from our management and the management of the acquired businesses, which could decrease the time they have to serve and attract customers. We cannot assure you that we will be able to successfully integrate these recent or any future acquisitions, that these acquisitions will operate profitably or that we will be able to achieve the financial or operational success expected from the acquisitions. Furthermore, our rapid growth in recent periods, our anticipated geographic expansion, and our planned expansion through additional acquisitions present challenges to maintain the internal control and disclosure control standards applicable to public companies under the Sarbanes-Oxley Act of 2002. Our financial condition, cash flows and operational results could be adversely affected if we do not successfully integrate newly acquired businesses.

If we fail to develop new products or our customers do not accept the new products we develop, our business could be affected adversely.

     Development of proprietary products is essential to the success of our core growth and our high gross margins now and in the future. Therefore, we must continue to develop new and innovative products on an ongoing basis. If we fail to make innovations, or the market does not accept our new products, then our financial condition and results of operations could be adversely affected. We continue to invest significant dollars in the development and marketing of new products. These expenditures do not always result in products that will be accepted by the market. Failure to develop successful new products may also cause our customers to buy from a competitor or may cause us to lower our prices in order to compete. This could have an adverse impact on our profitability.

We may be adversely impacted by an inability to identify and complete acquisitions.

     A large part of our growth since fiscal 2003 has come through acquisitions and a key component of our growth strategy is based upon acquisitions. We may not be able to identify acquisition targets or successfully complete acquisitions in the future due to the absence of quality companies, economic conditions, or price expectations from sellers. If we are unable to complete additional acquisitions, our growth may be limited.

We operate in highly competitive niche markets within the OEM market and may be forced to cut our prices or incur additional costs to remain competitive, which may have a negative impact on our profitability.

     We face substantial competition, particularly in the OEM markets we serve. Competition may force us to cut our prices or incur additional costs to remain competitive. We compete on the basis of production capabilities, engineering and R&D capabilities, materials expertise, our global footprint, customer service and price. Present or future competitors may have greater financial, technical or other resources which could put us at a disadvantage in the affected business by threatening our market share in some markets or reducing our profit margins.

Our goodwill or other intangible assets may become impaired, which may negatively impact our results of operations.

     We have a substantial amount of goodwill and other intangible assets on our balance sheet as a result of our acquisitions. As of April 30, 2006, we had $453 million of goodwill on our balance sheet, representing the excess of the total purchase price paid for our acquisitions over the fair value of the net assets we acquired, and $95 million of other intangible assets, primarily representing the fair value of the customer relationships, patents and trademarks we acquired in our acquisitions. At April 30, 2006, goodwill and other intangible assets represented approximately 48% of our total assets. We evaluate this goodwill annually for impairment based on the fair value of each geographic operating segment, and we assess the impairment of other intangible assets quarterly based upon the expected cash flows of the acquisition. These valuations could change if there were to be future changes in our capital structure, cost of debt, interest rates, capital expenditures, or our ability to perform in accordance with our forecasts. If this estimated fair value changes in future periods, we may be required to record an impairment charge related to goodwill or other intangible assets, which would have the effect of decreasing our earnings or increasing our losses in such periods.

We increasingly conduct a sizable amount of our manufacturing outside of the United States, which may present additional risks to our business.

     As a result of our strong growth in developing economies, particularly in Asia, a significant portion of our sales is attributable to products manufactured outside of the United States, especially in China. More than half of our 6,600 employees and more than half of our manufacturing locations are located outside of the United States. Our international operations are generally subject to various risks including political, economic and societal instability, the imposition of trade restrictions, local labor market conditions, the effects of income taxes, and differences in business practices. We may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenue. Unfavorable changes in the political, regulatory or business climate in countries where we have operations could have a material adverse effect on our financial condition, results of operations and cash flows.

We have a concentration of business with several large key customers in the OEM market and loss of one or more of these customers could significantly affect our results of operations.

     Several of our large key customers in the OEM market, specifically the precision die-cut business, together comprise a significant portion of our revenues. As a result of the Tradex Converting acquisition, our largest customer represents approximately 7.5% of our net sales. Our dependence on these large customers makes our relationships with these customers important to our business. We cannot assure you that we will be able to maintain these relationships and retain this business in the future. Because these large customers account for such a significant portion of our revenues, they possess relatively greater capacity to negotiate a reduction in the prices we charge for our products. If we are unable to provide products to our customers at prices acceptable to them, some of our customers may in the future elect to shift some or all of this business to competitors or to other sources. The loss of or reduction of business from one or more of these large key customers could have a material adverse impact on our financial condition and results of operations.

Foreign currency fluctuations could adversely affect our sales and profits.

     More than half of our revenues are derived outside of the United States. As such, fluctuations in foreign currency can have an adverse impact on our sales and profits as amounts that are measured in foreign currency are translated back to U.S. dollars. Any increase in the value of the U.S. dollar in relation to the value of the local currency will adversely affect our revenues from our foreign operations when translated into U.S. dollars. Similarly, any decrease in the value of the U.S. dollar in relation to the value of the local currency will increase our development costs in our foreign operations, to the extent such costs are payable in foreign currency, when translated into U.S. dollars. Through the first nine months of fiscal year 2006, the strengthening U.S. dollar versus European currencies has reduced sales by approximately $13.4 million.

We depend on our key personnel and the loss of these personnel could have an adverse effect on our operations.

     Our success depends to a large extent upon the continued services of our key executives, managers and other skilled personnel. We cannot assure you that we will be able to retain our key officers and employees. The departure of our key personnel without adequate replacement could severely disrupt our business operations. Additionally, we need qualified managers and

skilled employees with technical and manufacturing industry experience to operate our business successfully. If we are unable to attract and retain qualified individuals or our costs to do so increase significantly, our operations could be adversely affected.

We may be unable to implement successfully anticipated changes to our information technology system.

     We anticipate upgrading certain portions of our information technology system in the near future. Part of this upgrade will include an accelerated implementation of our SAP platform in our facilities in China, Europe, India, Malaysia, and Singapore. We expect that this implementation of the SAP platform will enable us to more effectively and efficiently manage our supply chain and business processes. Our failure to successfully manage this process or implement these upgrades as scheduled could cause us to incur unexpected costs or to lose customers or sales, which could have a material adverse effect on our financial results.

The increase in our level of indebtedness could adversely affect our financial health and make us vulnerable to adverse economic conditions.

     We have incurred indebtedness to finance acquisitions and for other general corporate purposes. Any increase in our level of indebtedness could have important consequences, such as:

Environmental, health and safety laws and regulations could adversely affect our business.

     Our facilities and operations are subject to numerous laws and regulations relating to air emissions, wastewater discharges, the handling of hazardous materials and wastes, manufacturing and disposal of certain materials, and regulations otherwise relating to health, safety and the protection of the environment. As a result, we may need to devote management time or expend significant resources on compliance, and we have incurred and will continue to incur capital and other expenditures to comply with these regulations. Any material costs may have a material adverse impact on our financial condition, results of operations or cash flows. Further, environmental laws and regulations are constantly evolving and it is impossible to predict accurately the effect they may have upon our future financial condition, results of operations or cash flows.

Risks Related to Our Class A Common Stock

Our Class A Common Stock is subject to substantial price fluctuations.

     The price of our Class A Common Stock has in the past fluctuated significantly and is likely to continue to fluctuate in the future. Some of the factors that can cause our Class A Common Stock price to fluctuate include:

     The stock markets in general have experienced substantial price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the trading price of our Class A Common Stock.

Our Class A Common Stock is nonvoting.

     Our Class B Common Stock is the only class of voting stock of our company, and the holders of our Class B Common Stock exercise control over most matters requiring a shareholder vote, including the election of our directors. Our Class A Common Stock generally has no voting rights, and as a practical matter, holders of our Class A Common Stock generally will not have the ability to influence any matter presented to a vote of the shareholders. Nearly all of our Class B Common Stock is held by two trusts controlled by direct descendants of our founder, and their interests may conflict with the interests of the holders of Class A Common Stock. Because we are effectively controlled by the holders of the Class B Common Stock, it may be more difficult for a third party to acquire, or a third party may be deterred from acquiring or making a proposal to acquire, a majority of our outstanding stock. If a third party were to acquire the stock of our company, the third party may not pay the holders of Class A Common Stock a premium for their shares because of a lack of voting power of those shares.

USE OF PROCEEDS

     We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, will be approximately $137.0 million. If the underwriters exercise their option to purchase up to 600,000 additional shares to cover over-allotments, we estimate the aggregate net proceeds from the offering will be approximately $157.6 million after deducting underwriting discounts and commissions and expenses.

     On May 16, 2006, we borrowed approximately $77 million under our revolving credit facility and used the proceeds of such borrowing to fund the acquisition of Tradex Converting AB. See “Summary—Recent Developments”. As of May 31, 2006, we had approximately $77 million of total indebtedness outstanding under our revolving credit facility bearing interest at that date at the rate of 5.965% per annum. As of May 31, 2006, we had $123 million available for borrowing under our revolving credit facility. The debt outstanding under our revolving credit facility matures on March 24, 2009.

     We intend to use approximately $77 million of the net proceeds to repay all amounts outstanding under our revolving credit facility and the balance for general corporate purposes, including potential future acquisitions.

PRICE RANGE OF CLASS A COMMON STOCK

     Our Class A Common Stock is traded on the New York Stock Exchange under the symbol “BRC”. The following table sets forth on a per share basis for the indicated periods the intraday range of high and low per share sale prices for our Class A Common Stock as reported on the New York Stock Exchange for each of the quarters noted.

     On June 21, 2006, the last reported sale price for our Class A Common Stock on the New York Stock Exchange was $36.38 per share. As of May 31, 2006, there were approximately 714 holders of record of our Class A Common Stock.

     On September 13, 2005, we announced that our board of directors had approved a share repurchase program for up to 800,000 shares of our Class A Common Stock during fiscal 2006. The share repurchase plan was implemented by purchasing shares on the open market and in privately negotiated transactions, with repurchased shares available for use in connection with our stock option plan and for other corporate purposes. We completed the share repurchase program in January 2006.

     There is no trading market for the Company’s Class B Common Stock. As of June 1, 2006, there were three holders of record of our Class B Common Stock.

DIVIDEND POLICY

     We have followed a practice of paying quarterly dividends on the two classes of our outstanding common stock. Before any dividend may be paid on the Class B Common Stock, holders of the Class A Common Stock are entitled to receive an annual, noncumulative cash dividend of $0.01665 per share (subject to adjustment in the event of future stock splits, stock dividends or similar events involving shares of Class A Common Stock). Thereafter, any further dividend in that fiscal year must be paid on all shares of Class A Common Stock and Class B Common Stock on an equal basis. Our revolving credit agreement restricts the amount of certain types of payments, including dividends, which can be made annually up to an aggregate amount of $25 million plus 50% of the consolidated net income for the prior fiscal year. The payment and amount of future dividends is at the discretion of our board of directors, and will depend upon our future earnings, capital requirements, general financial condition, general business conditions and other factors.

     During the three most recent fiscal years, we declared the following dividends per share on our Class A and Class B Common Stock:

CAPITALIZATION

     The following table sets forth our consolidated cash and cash equivalents, short term investments and capitalization as of April 30, 2006 on an actual basis and as adjusted to give effect to (i) the sale of 4,000,000 shares of Class A Common Stock by us at the public offering price of $36.00 per share, (ii) the drawdown of funds under our revolving credit facility in connection with the acquisition of Tradex Converting AB and (iii) the application of the net proceeds from this offering as described in “Use of Proceeds”. This table should be read in conjunction with “Use of Proceeds”, “Selected Historical Consolidated Financial and Other Data”, and our consolidated financial statements, including the related notes thereto, included elsewhere in this prospectus supplement.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND

OTHER DATA

     The following table presents summary historical consolidated financial and other data as of and for each of the past five fiscal years, which have been derived from our audited consolidated financial statements, and as of and for the nine months ended April 30, 2005 and April 30, 2006, which have been derived from our unaudited interim condensed consolidated financial statements. You should read this information together with our consolidated financial statements, including the related notes, included elsewhere in this prospectus supplement or incorporated by reference herein.

Selected Historical Consolidated Financial and Other Data⁽¹⁾

Reconciliation of Net Income to EBITDA

BUSINESS

Overview

     We are a leading global manufacturer and marketer of identification solutions and specialty products that identify and protect premises, products and people. Our core capabilities in manufacturing, precision engineering and materials expertise make us a leading supplier of products to targeted high-margin niche markets within the MRO market and of high-performance solutions to the OEM electronics market. Our local operating presence provides our MRO customers with solutions that allow them to respond to changing regulatory and safety requirements. In addition, we have a global footprint that allows us to quickly and consistently meet our OEM customers’ needs. We believe that our leading market positions are directly related to our ability to provide customers differentiated solutions, our commitment to quality and service and our diversified sales channels.

     We manufacture and market a wide range of products for use in diverse applications. Our facility, safety and complementary products, which include signs, hand-held printers, wire/cable markers and security products, serve to enhance safety and productivity in the workplace. Our high performance labels meet end-customers’ needs for product identification and bar coding that perform under extreme conditions. Our precision die-cut components protect, filter, shield and affix components inside electronic, telecommunications and other equipment, including mobile communication devices and hard disk drives. The products we manufacture often require a high degree of precision or the application of specialty materials with chemical and physical properties suited for specific uses. We are committed to continuing our technological and engineering innovation, and employ approximately 180 full-time chemists and engineers in research and development activities.

     We are a global company with manufacturing facilities in 17 countries. As of April 30, 2006, we employed approximately 5,600 people, and, as a result of our acquisition of Tradex Converting AB on May 23, 2006, we added approximately 1,000 additional employees. See “Summary—Recent Developments”. We manage, operate and segment our business into three geographic regions. For the nine months ended April 30, 2006, we derived approximately 50% of our net sales from North, Central and South America, 32% from Europe and 19% from Asia. As of April 30, 2006, approximately 34% of our employees were located in developing countries including Brazil, China, India, Malaysia, Mexico, Singapore, South Korea and Thailand, as compared to 13% as of April 30, 2003. In addition, the acquisition of Tradex Converting on May 23, 2006 added employees in Brazil, China, Mexico and South Korea.

Industry

     We manufacture and market a diverse range of products for end-customers in the MRO and OEM markets.

MRO Market

     We serve portions of the global MRO market, which encompasses the supply of a wide range of consumable products. In fiscal 2005, approximately two-thirds of our total company sales were derived from our products supplied to MRO customers. Our major product lines, which are provided to high margin niche MRO markets, include facility identification, safety and complementary products and wire identification products. Our products are marketed through multiple channels, including distribution and business-to-business direct marketing.

We have long-standing relationships with major distributors such as Fisher Scientific, Graybar, Hagemeyer and WW Grainger and provide our customers a broad range of products quickly and conveniently. In direct marketing, we leverage our strong brand names and our established direct marketing model to access a diverse and international end-customer base through the delivery of over 30 million catalogs annually.

     Demand for our MRO products is primarily driven by (i) the general health of the industrial economies of the regions in which we operate, (ii) legal and regulatory compliance requirements imposed by government agencies such as OSHA and the EPA, and their respective foreign counterparts, and (iii) the need to direct, warn, inform, train, protect and identify people. We believe the niche MRO markets in which we compete generally have growth prospects in 2006 that are moderately higher than local market GDP growth.

OEM Market

     Approximately one-third of our total company sales for fiscal 2005 were derived from solutions provided to niche OEM markets. Our major product lines in these markets include high-performance identification products for printed circuit boards and precision die-cut components for mobile telecommunications devices and hard disk drives. Through distribution and a direct sales force, we provide our OEM customers with customized and stock components, global support, flexible manufacturing capacity and precision converting capabilities. We market our OEM solutions directly to global manufacturers such as Motorola, Nokia, Seagate, Siemens, Sony Ericsson and Western Digital.

     Demand for our OEM solutions is primarily driven by the strength of the electronics and mobile telecommunications industries, as well as technological advances in these industries. We continue to benefit as the end products in the markets we serve become more complex creating demand for more of our capabilities. We believe the niche OEM markets in which we compete generally have growth prospects in 2006 of approximately twice the rate of local market GDP growth.

Competitive Strengths

     Our objective is to be the leader in each niche market we serve. We believe that the factors set forth below provide us with a competitive advantage and have contributed to our superior financial performance.

     Leader in Fragmented Markets. We compete in niche markets where we believe we are often the leading supplier with the manufacturing expertise, infrastructure, channels and sales resources necessary to provide the required product or comprehensive solution. For example, we believe we are the leading supplier of wire identification products to the North American MRO market and of precision die-cut components to the mobile telecommunications market. We believe our leadership positions make us a preferred supplier to many of our customers and enable us to be successful in our markets, which are generally fragmented and populated with smaller or regional competitors.

     Differentiated Solutions and Commitment to Innovation. We believe our sophisticated engineering and manufacturing capabilities, as well as our unparalleled materials expertise, give us a competitive advantage in supplying customized or high specification product solutions to meet individualized customer needs. We have been successful in identifying and incorporating innovative technologies to create integrated and precise solutions. Additionally, we are able to use our materials expertise and our investment in research and development to develop unique

products to meet the demands of end-customers in new, faster growing markets adjacent to our traditional markets such as laboratory identification. From fiscal 2003 through the nine-month period ended April 30, 2006, we invested over $87.7 million in product development.

     Operational Excellence. We have achieved continuous improvement in operational productivity. We employ well-developed problem solving techniques and invest in state-of-the-art equipment to capture efficiencies. We are vertically integrated and design, manufacture and market a majority of the products we sell. We have invested heavily over the last several years to centralize our North American distribution network and to standardize our SAP software applications. We have consistently generated positive free cash flow by continually reducing our costs and improving our inventory management and the efficiency of our manufacturing operations. In addition, our focus on operational excellence has helped us deliver superior EBITDA margins and returns on invested capital as compared to similar companies in our markets.

     Broad Customer Base and Geographic Diversity. We believe our global infrastructure mitigates the impact of an economic downturn on our business in any particular country or region, enables us to act as a primary supplier to many of our global customers and provides a solid platform for further expansion. Sales from our international operations increased from 44.4% of net sales in fiscal 2000 to 55.3% of net sales in fiscal 2005 and 56.8% through nine months of fiscal 2006. Our global presence benefits many of our customers who seek a single or primary supplier to meet their global design and manufacturing requirements. We have over 500,000 end-customers that operate in over a dozen industries. As a result of the Tradex Converting acquisition, our largest customer represents approximately 7.5% of our net sales.

     Disciplined Acquisition and Integration Strategy. We have a dedicated team of experienced professionals that employ a disciplined acquisition strategy to acquire companies that yield sustainable shareholder value. We apply strict financial standards to evaluate all acquisitions using a model focused on return on invested capital. Since 1996, we have acquired and integrated 41 companies to expand our geographic and market footprint, increase our market share and add new technological capabilities. We believe our successful acquisition track record demonstrates our ability to identify and integrate acquisitions of companies that meet our selective criteria.

     Channel Diversity and Strength. We utilize a wide range of channels to reach customers across a broad array of industries. We employ direct marketing expertise to meet our customers’ need for convenience. We also have long-standing relationships with, and are a preferred supplier to, many of our largest distributors. In addition, we employ a global sales team to support both distributors and end users to serve their productivity, tracking and safety requirements. We believe our strong brands and reputation for quality, innovation and rapid delivery contribute to the popularity of our products with distributors, OEMs, resellers and other customers.

     Deep and Talented Team. We believe that our management team has substantial depth in critical operational areas and has demonstrated success in reducing costs, integrating acquisitions and improving processes through economic cycles. The international experience of our management team and our commitment to developing strong management teams in each of our local operations is a competitive advantage. In addition, we believe we employ a world-class team of people and dedicate significant resources to recruiting people committed to excellence and investing in their potential. The depth and breadth of knowledge within our

entire organization strengthens relationships with our customers and suppliers and enables us to provide our customers with a high level of product and industry expertise.

Business Strategies

     Our primary growth objectives are to build upon our leading market positions, to improve our performance and profitability and to expand our existing activities through a multi-prong strategic approach that incorporates both organic growth and acquisitions.

     Capitalize on Growing Niche Markets. We believe we can leverage our premier reputation, our global footprint and our strength in manufacturing and materials expertise to capitalize on growth in our existing niche markets. We believe our MRO business has growth prospects in 2006 moderately higher than local market GDP growth rates. We believe this growth will be primarily driven by the general health of regional industrial economies, changes in legal and regulatory compliance requirements and the increased need of customers to identify their assets and protect their employees. Demand for our OEM products is primarily driven by the strength of various electronics markets, such as mobile telecommunications, disk drives and computers, as well as technological advances in these industries. We believe the niche OEM markets in which we compete generally have growth prospects in 2006 of approximately twice the rate of local GDP growth and we expect the number of mobile telecommunication devices shipped to increase by 15% in calendar 2006 and the number of hard disk drives shipped to increase by 12% to 15% in calendar 2006.

     Increase Market Share. Many of our markets are fragmented and populated with smaller or regional competitors. We believe that we will be able to leverage our significant investment in new product development and our global sales, operations and distribution capabilities to increase market share. We have a dedicated and experienced sales team that works closely with existing customers to identify and capture new opportunities. We plan to leverage the strength of our brands, the quality of our products and our long-standing relationships with key customers to build upon our current market positions. We also believe that we will be able to expand our distribution channels to capture new customers.

     Enter New Markets. We believe that we can leverage our quality products, global infrastructure, channel relationships and selling capabilities to effectively enter new markets, many of which are fragmented and populated with smaller competitors. For example, we are expanding our precision die-cut capabilities into the medical market and our identification solutions into the laboratory identification market. Through product innovation and development activities, we introduce new technologies and differentiated products as well as seek additional applications for products in existing and new markets. We review our product portfolio on a regular basis through our standardized review process in order to identify new product opportunities.

     Expand Geographically. Our long-term strategy involves the pursuit of growth opportunities in a number of markets outside of the United States. As of the end of April 2003, we operated in 20 countries and employed approximately 500 people in developing regions. We have since aggressively committed to low cost manufacturing and being in close proximity to our customers. As a result, as of the end of April 2006, we operated in 27 countries and employed nearly 1,900 people in developing regions. We have made strategic acquisitions and have invested heavily in our global infrastructure and flexible manufacturing capacity in order to follow our customers into new geographies. Our regional management structure is a key component in effectively entering and competing in new geographies.

     Pursue Strategic Acquisitions. We intend to continue to make complementary strategic acquisitions to further our goal of strengthening our market positions and entering new markets and geographies. We believe we can drive substantial value creation through capitalizing on our acquisition and integration acumen to continue to be a successful leading acquirer in the markets in which we operate. See “Summary—Recent Developments”.

     Improve Profitability. We will continue to focus on improving our operating efficiency. We continue to have opportunities to reduce costs and improve productivity and return on assets. We are an acquisitive company and believe that each acquisition provides us with additional opportunities to improve our performance as well as the performance of the acquired company. We often continue to realize synergies with acquired companies several years after the acquisition date.

Products

     We are vertically integrated; designing, developing, coating, and producing most of our identification signs, labels and printing systems. Our labels are manufactured out of a variety of films, predominantly coated by us, for applications in the following markets: electronic, industrial, electrical, utility, laboratory, and security. We also manufacture specialty tapes and related products that are characterized by high-performance printable top coats and adhesives, most of which are formulated by us, to meet high-tolerance requirements of the industries in which they are used.

     Our stock and custom products consist of over 300,000 stock-keeping units, including complete identification systems that are used by our customers to create a safer work environment, improve production and operating efficiencies, and increase the utilization of assets through tracking and inventory process controls. Major product categories include: facility and safety signs and identification labels, tags and markers, pipe and valve markers, asset identification tags, lockout/tagout products, security and traffic control products, and printing systems and software for creating safety and regulatory software; wire and cable markers, high-performance labels, laboratory identification labels and printing systems, stand-alone printing systems, bar-code and other software, automatic identification and data collection systems; and precision die-cut solutions.

     Some of our stock products were originally designed, developed and manufactured as custom products for a specific customer. However, such products have frequently created wide industry acceptance and have become stock items offered by us through mail order and distributor sales. Our most significant types of products are described below.

Facility and Safety Identification

     Safety and informational signs and printers for use in a broad range of industrial, commercial, governmental and institutional applications. These signs are either self-adhesive or mechanically mounted, are designed for both indoor and outdoor use and are manufactured to meet standards issued by OSHA, EPA and a variety of industry associations in the United States and abroad. Our sign products include admittance, directional and exit signs; electrical hazard warnings; energy conservation messages; fire protection and fire equipment signs; hazardous waste labels; hazardous and toxic material warning signs; transformers and power pole markers; personal hazard warnings; housekeeping and operational warnings; pictograms; radiation and laser signs; and safety practices signs and regulatory markings.

     Warehouse identification products including self-adhesive and self-aligning die-cut numbers and letters, labels, and tags used to locate and identify inventory in storage facilities such as warehouses, factories, stockrooms and other industrial facilities.

     Self-adhesive and mechanically applied stock and custom-designed pipe markers, and plastic and metal valve tags for the identification of pipes and control valves in the mechanical contractor and process industry markets. These products are designed to help identify and provide information as to the contents, direction of flow and special hazardous properties of materials contained in piping systems, and to facilitate repair or maintenance of the systems.

     Lockout/ Tagout Products—Under OSHA regulations, all energy sources must be “locked out” while machines are being serviced or maintained to prevent accidental engagement and injury. Our products allow our customers to comply with these regulations and to ensure worker safety for a wide variety of energy- and fluid-transmission systems and operating machinery.

     Security and traffic control products including a variety of self-expiring badges, security seals, parking permits and wristbands designed for visitor control in financial, governmental, educational and commercial facilities including meeting and convention sites. Some of these products make use of migratory ink technology, which, upon activation, starts a timed process resulting in an altered message, color or design to indicate expiration. We also offer a wide variety of traffic control devices including traffic signs, directional and warning signs, parking tags and permits, barriers, cones and other products including barricading, visual warning systems, floor-marking products, safety badges, photo-identification kits, and first aid cabinets/kits, among others.

     Asset-identification products that are an important part of an effective asset-management program in a wide variety of markets. These include self-adhesive or mechanically mounted labels or tags made of aluminum, brass, stainless steel, polycarbonate, vinyl, polyester, mylar and paper. These products are also offered in tamper-evident varieties, and can be custom designed to ensure brand protection from counterfeiting.

Wire and Cable Identification

     We manufacture a broad range of wire- and cable-marking products, including labels, sleeves and software that allow customers to create their own labels, and printers to print and apply them. These products mark and identify wires, cables and their termination points to facilitate manufacturing, construction, repair or maintenance of equipment, and data communication and electrical wiring systems used in virtually every industrial, power, and communication market.

High Performance Identification

     We produce a complete line of label materials to meet customers’ needs for identification requirements for product identification and bar coding that perform under harsh or demanding conditions, such as extreme temperatures, or environmental or chemical exposure. We print stock and custom labels and also sell unprinted materials to enable customers to print their own labels, using a variety of printer and software products we developed.

Precision Die-Cut Solutions

     We develop customized precision die-cut components that are used to seal, insulate, protect, shield or provide other mechanical performance properties in the assembly of electronic, telecommunications and other equipment, including mobile telecommunications devices, personal data assistants, computer hard disk drives, computers and other devices. Solutions include not only the materials and converting, but also automatic placement and other value-added services. We also provide converting services to the medical market for materials used in in-vitro diagnostic kits and patient monitoring.

Other Products

     We also design and produce various computer software packages, industrial thermal-transfer printers and other electromechanical devices to serve the growing and specialized needs of customers in a wide variety of markets. Industrial labeling systems, software, tapes, ribbons and label stocks provide customers with the resources and flexibility to produce signs and labels on demand at their site.

     We also sell a variety of other products, none of which currently individually accounts for a significant portion of our sales, including: automatic identification and data collection solutions including bar-code-label-generating software and bar-code tags and labels to enable accurate tracking of manufacturing, warehousing, receiving and shipping data; lettering and labeling systems, poster printers, laminators and supplies to education and training markets; and hospital and clinical labels.

Marketing and Sales

     We seek to offer the right product with rapid response times and superior service so that we can provide solutions to customers that are better, faster and more economical than those available from our competitors. We market and sell our products domestically and internationally through multiple channels including direct sales, distributors, mail order, business-to-business catalog marketing, retail, and electronic access through the Internet. We have thousands of established relationships with a broad range of electrical, safety, industrial and other domestic and international distributors. Our sales force seeks to establish and foster ongoing relationships with the end-users and distributors by providing technical support and product-application expertise.

     We also direct market certain of our products and those of other manufacturers by catalog sales in both domestic and international markets. Such products include industrial and facility identification products, safety and regulatory-compliance products and original equipment manufacturer component products, among others. Catalog operations are conducted through offices in the U.S., Australia, Brazil, Canada, England, France, Germany, and Italy, and include foreign-language catalogs.

     Our products are sold in a wide variety of markets within the larger MRO and OEM markets, including electrical, electronic, telecommunications, governmental, public utility, commercial office, computer disk drive, construction, general manufacturing, laboratory, transportation equipment and education.

Brands

     Our products go to market under a variety of brand names. The Brady brand includes high-performance labels, printers, software, safety and facility identification products, lock-out/tag-out products, and precision die-cut parts and specialty materials. Other die-cut materials are marketed as Brandon, Balkhausen, ID Technology, or Tradex Converting products. Safety and facility identification products are marketed under the Safety Signs Service brand, with some lockout/tagout products offered under the Prinzing brand. In addition, safety identification is marketed under the Electromark brand; poster printers for education and government markets are offered under the Varitronic name brand; direct marketing safety and facility identification products are offered under the Seton, Emedco, Signals, Signs & Labels and Personnel Concepts names; security and identification badges and systems are included in the Temtec, B.I.G., Indenticard/ Identicam, STOPware and J.A.M. Plastics brands; hand-held regulatory documentation systems are available under the Tiscor name; and automatic identification and bar code software is offered under the Teklynx brand.

Manufacturing Process and Raw Materials

     We manufacture the majority of the products we sell, and purchase certain items from other manufacturers. Products manufactured by us generally require a high degree of precision and the application of adhesives with chemical and physical properties suited for specific uses. Our manufacturing processes include compounding, coating, converting, software development and printer design and assembly. The compounding process involves the mixing of chemical batches for primers, top coatings and adhesives, in solvent or water-based materials. The coatings and adhesives are applied to a wide variety of materials including polyester, polyimide, cloth, paper, metal and metal foil. The converting process may include embossing, perforating, laminating, die cutting, slitting, and printing or marking the materials as required. We produce the majority of the adhesive stocks and top-coated materials through an integrated manufacturing process. These integrated manufacturing processes permit greater flexibility to meet customer needs in product design and manufacture, and an improved ability to provide specialized products designed to meet the needs of specific applications. Our “cellular” manufacturing processes and “just-in-time” inventory control are designed to attain profitability in small orders by emphasizing flexibility and the maximization of assets through quick turnaround and delivery, balanced with optimization of lot sizes. Most of our manufacturing facilities have received ISO 9001 or 9002 certification.

     The materials used in the products manufactured by us consist primarily of plastic sheets and films, paper, metal and metal foil, cloth, fiberglass, inks, dyes, adhesives, pigments, natural and synthetic rubber, organic chemicals, polymers, solvents and electronic components and subassemblies. In addition, we purchase finished products for resale. We purchase raw materials, components and finished products from many suppliers. Generally, we are not dependent upon any single supplier for most critical base materials or components. In some cases we have chosen to sole source materials, components or finished items for design or cost reasons. In these cases, disruptions in supply could have an impact on results for a period of time. In most cases, these disruptions would simply require qualification of new suppliers and the disruption would be modest. In a few cases, the qualification process could be more costly or take a longer period of time. In the most dramatic of cases, such as a global shortage of a critical material or component, the financial impact could be significant.

Technology and Product Development

     We focus our research and development efforts on material development, printing systems design and software development. Material development involves the application of surface chemistry concepts for top coatings and adhesives applied to a variety of base materials. Systems design integrates materials, embedded software and a variety of printing technologies to form a complete solution for customer applications or our own production requirements. Our research and development team of chemists and engineers also supports production and marketing efforts by providing application and technical expertise.

     We possess patents covering various aspects of adhesive chemistry, electronic circuitry, computer-generated wire markers, printing systems, systems for aligning letters and patterns, and visually changing paper. Although we believe that our patents are a significant factor in maintaining market position for certain products, technology in the areas covered by many of the patents is evolving rapidly and may limit the value of such patents. Our business is not dependent on any single patent or group of patents.

     We conduct much of our research and development activities at the Frederic S. Tobey Research and Innovation Center (approximately 39,600 sq. ft.) in Milwaukee, Wisconsin. We spent approximately $18.9 million, $23.0 million and $25.1 million in fiscal 2003, 2004, and 2005, respectively, on our research and development activities, and have spent $20.7 million on such activities during the first nine months of fiscal 2006. We employ approximately 180 full-time chemists and engineers engaged in research and development activities for us. Additional research projects were conducted in our facilities in Europe and Singapore and under contract with universities, other institutions and consultants.

     Our name and our registered trademarks are important to each of our business segments. In addition, we own other important trademarks applicable to only certain of our products.

International Operations

     In fiscal 2003, 2004, and 2005, sales from international operations accounted for 52.3%, 55.2% and 55.3%, respectively, of our sales and, through the first nine months of fiscal 2006, sales from international operations accounted for 56.8% of our sales. Our global infrastructure includes subsidiaries in Australia, Belgium, Brazil, Canada, China, Denmark, France, Germany, Hungary, Italy, Japan, Malaysia, Mexico, Norway, Singapore, Slovakia, Sweden, Thailand, and the United Kingdom, with additional sales offices in India, Korea, Netherlands, Philippines, Spain, and Taiwan. We further market our products to parts of Eastern Europe and the Middle East. Several of these locations manufacture or have the capability to manufacture certain of the products they sell.

Competition

     The markets for most of our products are competitive. We believe that we are one of the leading domestic producers of self-adhesive wire markers, safety signs, pipe markers, precision die-cut materials and bar-code-label-generating software. We compete for business principally on the basis of production capabilities, engineering, and research and development capabilities, materials expertise, our global footprint, customer service and price. Product quality is determined by factors such as suitability of component materials for various applications, adhesive properties, graphics quality, durability, product consistency and workmanship. Competition in many of our product markets is highly fragmented, ranging from smaller companies offering only one or a few types of products, to some of the world’s major

adhesive and electrical product companies offering some competing products as part of their overall product lines. A number of our competitors are larger than us and have greater resources. Notwithstanding the resources of these competitors, management believes that we provide a broader range of identification solutions than any of our competitors, and that our global infrastructure is a significant competitive advantage in serving large multi-national customers.

Backlog

     Average delivery time for our orders varies from one day to one month, depending on the type of product and whether the product is stock or custom-designed and manufactured. Average delivery time for the direct marketing business can be as low as the same day or the next day.

Environment

     At present, the manufacturing processes for our adhesive-based products utilize certain evaporative solvents, which, unless controlled, would be vented into the atmosphere. Emissions of these substances are regulated at the federal, state and local levels. We have implemented a number of procedures to reduce atmospheric emissions and/or to recover solvents. Management believes we are substantially in compliance with all environmental regulations.

Employees

     As of April 30, 2006, we employed approximately 5,600 people, and, as a result of our acquisition of Tradex Converting AB on May 23, 2006, we added approximately 1,000 additional employees. See “Summary—Recent Developments”. We have never experienced a material work stoppage due to a labor dispute, are not a party to any negotiated labor contracts, and consider our relations with employees to be excellent. The mix of employees is changing as we employ more people in developing countries where wage rates are lower and employee turnover tends to be higher than in developed countries.

MANAGEMENT

     Our executive officers and directors, their positions and ages as of April 30, 2006, are as follows:

     Frank M. Jaehnert—Mr. Jaehnert joined us in 1995 as Finance Director of the Identification Solutions & Specialty Tapes Group. He served as Chief Financial Officer from November 1996 to January 2002. He served as Senior Vice President of Brady and President, Identification Solutions and Specialty Tapes Group from January 2002 to March 2003. In February 2003, he was appointed to his present position, effective April 1, 2003. He has served as one of our Directors since April 2003. Before joining us, he held various financial and management positions for Robert Bosch GmbH from 1983 to 1995.

     David Mathieson—Mr. Mathieson joined us in 2001 as European Finance Director, based in the U.K. In August 2003, he was appointed Vice President of Finance for North America, and named Vice President and Chief Financial Officer in December 2003. Prior to joining us, he was Vice President and Chief Financial Officer of Honeywell Europe, concluding a 20-year career with Honeywell International, Inc., which included positions in Belgium, Denmark, England and the United States. A native of Scotland, he is a Fellow of the Chartered Management Accountants Institute in the United Kingdom and studied for this qualification at Glasgow College of Commerce and Glasgow Caledonian University.

     David R. Hawke—Mr. Hawke joined us in 1979. He served as General Manager of the Industrial Products Division from 1985 to 1991. From 1991 to February 1995, he served as Managing Director—European Operations. From February 1995 to August 2001, he served as Vice President, Graphics Group. He served as Vice President, Graphics and Workplace Solutions from August 2001 to January 2002. He served as our Senior Vice President and

President, Graphics and Workplace Solutions Group from January 2002 to April 2003. In April 2003, he was appointed to his present position.

     Michael O. Oliver—Mr. Oliver joined us in February 1997 as Vice President—Human Resources. He was appointed to his present position in January 2002. Before joining us, he held various human resource positions for Unilever from 1990 to 1997.

     Barbara Bolens—Ms. Bolens joined us in 1986 and has held a wide variety of positions beginning in customer service and customer service management and progressing through product management and new product development. For the past 10 years, she has been the Assistant Treasurer and has held several other positions in the Corporate Finance Team throughout that time. She was appointed to her present position in November 2004. Ms. Bolens also holds the position of Director of Investor Relations.

     Allan J. Klotsche—Mr. Klotsche joined us in 1988. He served in a variety of sales, marketing, technical, and management roles until 1998, when he was appointed V.P. and General Manager of the Precision Tapes Group. He was appointed to his current position in April 2003.

     Thomas J. Felmer—Mr. Felmer joined us in 1989 and held several sales and marketing positions until being named vice president and general manager of Brady’s U.S. Signmark Division in 1994. In 1999 Mr. Felmer moved to Europe where he led the European Signmark business for two years, then gained additional responsibility for the combined European Seton and Signmark businesses, which he also held for two years. In 2003 Mr. Felmer returned to Milwaukee where he was responsible for our global sales and marketing processes, Brady Software businesses, and due diligence/integration of the EMED acquisition. In June 2004, he was appointed to his current position.

     Peter C. Sephton—Mr. Sephton joined us in 1997 as Managing Director—Seton-U.K. From 2001 to 2003 he served as managing director for Brady’s Identification Solutions Business in Europe. In April 2003, he was appointed to his current position. Before joining us, he served in a variety of international managerial roles with Tate and Lyle Plc, Sutcliffe Speakman Plc and Morgan Crucible Plc. He is a graduate in accountancy and law from The University of Wales (UCC).

     Matthew O. Williamson—Mr. Williamson joined us in 1979. From 1979 to 1994 he served in a variety of sales and marketing leadership roles. In 1995, Mr. Williamson served as the V.P. and General Manager of the Specialty Tape (now Diecut) business. From 1996 to 1998, Mr. Williamson served as the V.P. and General Manager of the Identification Solutions and Specialty Tapes Division. From 1998 to 2001, he served as V.P. and General Manager of the Identification Solutions Division. From 2001 to 2003 he served as V.P. and General Manager of the Global High Performance Identification Business. In April 2003, he was appointed to his current position.

     Conrad G. Goodkind—Mr. Goodkind has served as our Secretary since November 1999. He is a partner of Quarles & Brady LLP, our general counsel. He joined Quarles & Brady in 1979 and was a member of its Executive Committee from 1983 through 2005.

     Elizabeth Pungello—Dr. Pungello has served as one of our Directors since November 2003. Dr. Pungello is the great-granddaughter of Brady founder William H. Brady, Sr., and a developmental psychologist at the Frank Porter Graham Child Development Institute at the University of North Carolina at Chapel Hill. She is a member of our Finance, Governance

and Technology Committees. She has served as president of the Brady Education Foundation (formerly the W.H. Brady Foundation) since January 2001.

     Peter J. Lettenberger—Mr. Lettenberger has served as one of our Directors since January 1977. Mr. Lettenberger is chair of our Finance Committee, and serves as a member of the Audit and Corporate Governance Committees. He is a retired partner of Quarles & Brady LLP, our general counsel, which he joined in 1964.

     Robert C. Buchanan—Mr. Buchanan has served as one of our Directors since November 1987. Mr. Buchanan is a member of our Compensation Committee and chairs our Corporate Governance Committee. Mr. Buchanan is the retired Chairman of the Board of Fox Valley Corporation in Appleton, Wisconsin, having assumed that position in November 1980. He is also a trustee of The Northwestern Mutual Life Insurance Company, Milwaukee, Wisconsin.

     Roger D. Peirce—Mr. Peirce has served as one of our Directors since September 1988. Mr. Peirce is a member of our Compensation, Corporate Governance and Audit Committees and Chair of the Retirement Committee. Mr. Peirce is a private investor and consultant and is a director of Journal Communications, Inc. and Allete, Inc. He was the secretary/treasurer of The Jor-Mac Company, Inc., a metal fabricator in Grafton, Wisconsin, from 1997 through 2002. He was President and CEO of Valuation Research Corporation from April 1995 to May 1996. From September 1988 to December 1993, he was President of Super Steel Products Corp. in Milwaukee, Wisconsin. Prior to that he was a managing partner for Arthur Andersen LLP, independent certified public accountants.

     Richard A. Bemis—Mr. Bemis has served as one of our Directors since January 1990 and is a member of our Compensation and Governance Committees. Mr. Bemis is President and CEO of Bemis Manufacturing Company, a manufacturer of molded plastic products in Sheboygan Falls, Wisconsin. He is also a director of the Wisconsin Public Service Corporation, Green Bay, Wisconsin.

     Philip M. Gresh—Mr. Gresh has served as one of our Directors since November 2005. Mr. Gresh has been Executive Vice President—Consumer Packaging Products and Decorating Businesses for Illinois Tool Works Inc. since 2000. Prior to his current position, he served as President of the company’s Hi-Cone Worldwide division and General Manager of Hi-Cone USA. From 1987 to 1989 he was President of Heuft USA. A graduate of Pennsylvania State University, Gresh also serves on the board of the Ocean Conservancy and on the finance committee for Edward Hospital in Naperville, Ill.

     Frank W. Harris—Dr. Harris has served as one of our Directors since November 1991. Dr. Harris is a member of our Finance Committee and Chair of the Technology Committee. Dr. Harris is a Distinguished Professor and Director of the Maurice Morton Institute of Polymer Science and Biomedical Engineering at the University of Akron, and has been on its faculty since 1983. He is also President and CEO of Akron Polymer Systems.

     Gary E. Nei—Mr. Nei has served as one of our Directors since November 1992. Mr. Nei is a member of our Finance Committee and Chair of our Compensation Committee. Mr. Nei is Chairman of Nei-Turner Media, a publishing company in Walworth, Wisconsin. He also serves as Chairman of the Beverage Testing Institute, a publishing company in Chicago, Illinois and Chairman of Tastings Imports, an importer of fine wines headquartered in Chicago, Illinois.

     Mary K. Bush—Ms. Bush has served as one of our Directors since May 2000. Ms. Bush is a member of our Finance and Compensation Committees. Ms. Bush has been President of

Bush International, LLC, a Washington D.C. firm that advises foreign governments and U.S. companies on international financial markets. Prior to establishing Bush International, Ms. Bush held several positions in financial institutions and has served three Presidents of the United States as Alternate Director of the International Monetary Fund, Managing Director of the Federal Housing Finance Board, a member of the Board of Sally Mae, and a member of the HELP Commission. Ms. Bush also is a member of the boards of directors of Mortgage Guaranty Insurance Corporation and Briggs & Stratton Corporation, a trustee of the Pioneer Funds and a member of the Advisory Boards of Washington Mutual Investors Fund and Stern Stewart.

     Frank R. Jarc—Mr. Jarc has served as one of our Directors since May 2000. Mr. Jarc is a consultant specializing in corporate development and international acquisitions. From April 1999 to March 2000 he was Senior Vice President of Corporate Development at Office Depot, an operator of office supply superstores. Between June 1996 and March 1999, he was Executive Vice President and Chief Financial Officer of Viking Office Products, a direct mail marketer of office products. Prior to that, he was Executive Vice President and Chief Financial Officer of R.R. Donnelley and Sons, a global printing company. He is chair of our Audit Committee and serves on the Technology Committee.

UNDERWRITING

     Under an underwriting agreement dated June 22, 2006, we have agreed to sell to the underwriters named below the indicated numbers of shares of our Class A Common Stock.

     The underwriting agreement provides that the underwriters are obligated to purchase all the shares of our Class A Common Stock in the offering if any are purchased, other than those shares covered by the over-allotment option we describe below.

     We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to 600,000 additional shares of our Class A Common Stock at the public offering price less the underwriting discounts and commissions and less an amount per share equal to any cash dividend payable by us on shares of our Class A Common Stock initially purchased by the underwriters but only to the extent that such dividend is not payable on the shares of Class A Common Stock to be purchased upon the exercise of the over-allotment option due to the timing of the record date. The option may be exercised only to cover any over-allotments of our Class A Common Stock.

     The underwriters propose to offer the shares of our Class A Common Stock initially at the public offering price on the cover page of this prospectus supplement and to selling group members at such price less a selling concession of up to $0.97 per share. The underwriters and selling group members may allow a discount of $0.10 per share on sales to other broker/ dealers. After the offering, the underwriters may change the public offering price and concession and discount to broker/ dealers. As used in this section:

     The following table summarizes the compensation to be paid to the underwriters:

     The underwriting fee will be an amount equal to the offering price per share to the public of the Class A Common Stock, less the amount paid by the underwriters to us per share of common stock. The underwriters’ compensation was determined through arms’ length negotiations between us and the underwriters.

     We estimate the expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $500,000. Expenses include the U.S. Securities and Exchange Commission (“SEC”) filing fees, New York Stock Exchange listing fees, printing, legal, accounting and transfer agent and registrar fees, and other miscellaneous fees and expenses.

     We and our directors and key officers have agreed not to offer, sell, transfer, pledge, contract to sell, transfer or pledge, or file with the SEC a registration statement under the U.S. Securities Act of 1933, as amended (“Securities Act”), relating to any additional shares of our Class A Common Stock or securities convertible into or exchangeable or exercisable for any shares of our Class A Common Stock without the prior written consent of Robert W. Baird & Co. Incorporated for a period of 90 days after the date of this prospectus, except that these restrictions will not apply to (i) our ability to grant employee or director stock options under the terms of stock option plans in effect on the date of this prospectus, provided such options are granted at fair market value and in amounts and with exercise terms consistent with our past practice, or to issue our common stock upon any exercise of these options, or (ii) the sale by three of our executive officers, including our chief executive officer, of up to approximately 115,000 shares of Class A Common Stock pursuant to trading plans that existed prior to the date of this prospectus supplement and that comply with the requirements of Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”). The restrictions will also not apply to transfers by our directors and key officers by gift, will or intestacy so long as the transferee agrees not to make further transfers of the shares during the 90-day period. The 90-day period may be extended under certain circumstances when we announce earnings or material news or a material event during the last 17 days of the 90-day period, or if prior to the expiration of the 90-day period we announce that we will release earnings within the 16-day period after the last day of the 90-day period.

     We have agreed to indemnify the underwriters against liabilities under the Securities Act or to contribute to payments that the underwriters may be required to make in that respect.

     The shares of our Class A Common Stock are traded on the New York Stock Exchange under the symbol “BRC”.

     Some of the underwriters and their affiliates have provided, and may provide in the future, advisory and investment banking services to us, for which they have received and would receive customary compensation. An affiliate of BMO Capital Markets, one of the underwriters in the offering, is among the creditors under our revolving credit facility to which the proceeds received by us in this offering will be applied. The affiliate of BMO Capital Markets will receive more than 10% of the net proceeds from this offering in the form of repayment of borrowings outstanding under our credit facility. Accordingly, this offering is being made pursuant to NASD Rule 2710(h).

     The underwriters may engage in over-allotment transactions, stabilizing transactions and syndicate covering transactions in accordance with Regulation M under the Exchange Act.

     Syndicate covering transactions involve purchases of our Class A Common Stock in the open market after the distribution has been completed to cover syndicate short positions. These stabilizing transactions and syndicate covering transactions may cause the price of our Class A Common Stock to be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

     Each underwriter has agreed that:

     In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the underwriters have represented and agreed that on and after the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) that they have not made and will not make an offer of shares of Class A Common Stock to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares of Class A Common Stock which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, on and after the Relevant Implementation Date, make an offer of shares of Class A Common Stock to the public in that Relevant Member State at any time:

     For the purposes of this provision, the expression an “offer of shares of Class A Common Stock to the public” in relation to any shares of Class A Common Stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares of our Class A Common Stock to be offered so as to enable an investor to decide to purchase or subscribe for the shares of our Class A Common Stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

LEGAL MATTERS

     The validity of the shares of Class A Common Stock to be sold pursuant to this prospectus supplement will be passed upon for us by Quarles & Brady LLP, Milwaukee, Wisconsin, counsel to the Company. Our Secretary, Conrad G. Goodkind, is a Partner of Quarles & Brady LLP. As of May 31, 2006, Mr. Goodkind beneficially owned approximately 42,845 shares of our Class A Common Stock. Certain legal matters in connection with this offering will be passed upon for the underwriters by Foley & Lardner LLP, Milwaukee, Wisconsin.

INCORPORATION OF DOCUMENTS BY REFERENCE

     We are “incorporating by reference” specified documents that we file with the SEC, which means:

     We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and before the end of the offering of the securities pursuant to this prospectus supplement:

     Information in this prospectus supplement supersedes related information in the documents listed above, and information in subsequently filed documents supersedes related information in this prospectus supplement, the accompanying prospectus and the incorporated documents.

     We will promptly provide, without charge to you, upon written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus supplement, other than exhibits to those documents, unless the exhibits are specifically incorporated by reference in those documents. Requests should be directed to:

Investor Relations

Brady Corporation

P.O. Box 571

Milwaukee, Wisconsin 53201-0571

(414) 438-6918

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports and other information with the SEC. We have also filed a registration statement on Form S-3, including exhibits and schedules, under the Securities Act of 1933 with respect to the securities offered by this prospectus supplement. This prospectus supplement is part of that registration statement, but does not contain all of the information included in the registration statement or the exhibits and schedules. You may read and copy the registration statement and any reports, statements or other information filed by us with the SEC at the SEC’s public reference facility at Room 1580, 100 F Street, N.E., Washington, D.C. 20549.

     You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov that contains reports and other information regarding issuers like us that file electronically with the SEC. You may also obtain copies of these materials through our web site, http://www.investor.bradycorp.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this prospectus supplement.

     Our Class A Common Stock is listed on the New York Stock Exchange under the symbol “BRC” and reports and other information concerning us can be inspected at the New York Stock Exchange located at 20 Broad Street, New York, New York 10005.

INDEX TO HISTORICAL CONSOLIDATED

FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Brady Corporation

Milwaukee, WI

     We have audited the accompanying consolidated balance sheets of Brady Corporation and subsidiaries (the “Company”) as of July 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ investment and cash flows for each of the three years in the period ended July 31, 2005. Our audits also included the financial statement schedule listed in the index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Brady Corporation and subsidiaries at July 31, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

     We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of July 31, 2005, based on the criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 29, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

DELOITTE & TOUCHE LLP

Milwaukee, WI

September 29, 2005

BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

See Notes to Consolidated Financial Statements.

BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts)

See Notes to Consolidated Financial Statements.

BRADY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ INVESTMENT

Years Ended July 31, 2005, 2004 and 2003

(Dollars in thousands, except per share amounts)