FORM 10-Q/A Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

AMENDMENT NO. 1

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2006

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-16583

 

ACUITY BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   58-2632672

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

1170 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia   30309
(Address of principal executive offices)   (Zip Code)

(404) 853-1400

(Registrant’s telephone number, including area code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Indicate by check mark x whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock - $0.01 Par Value – 43,382,250 shares as of December 29, 2006.

 

EXPLANATORY NOTE

The cover page of the Quarterly Report on Form 10-Q for the three-month period ended November 30, 2006 filed by Acuity Brands, Inc. (the “Company”) with the Securities and Exchange Commission on January 4, 2007 inadvertently stated an incorrect number of outstanding shares of the Company’s common stock, par value $0.01 per share. The correct number of such outstanding shares as of December 29, 2006 was 43,382,250, as reflected on the cover page to this Amendment No. 1 to Quarterly Report on Form 10-Q/A.

Except as identified in the immediately preceding paragraph, no other items included in the original Form 10-Q have been amended, and such items remain in effect as of the filing date of the original Form 10-Q. Additionally, this Amendment No. 1 to Quarterly Report on Form 10-Q/A does not purport to provide an update or a discussion of any other developments subsequent to the original Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

ACUITY BRANDS, INC.

REGISTRANT

DATE: January 5, 2007  

/s/ Vernon J. Nagel

 

VERNON J. NAGEL

CHAIRMAN, PRESIDENT, AND

CHIEF EXECUTIVE OFFICER

DATE: January 5, 2007  

/s/ Richard K. Reece

 

RICHARD K. REECE

EXECUTIVE VICE PRESIDENT AND

CHIEF FINANCIAL OFFICER

Exhibit Index

 

EXHIBIT 31   (a)   Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    Filed with the Commission as
part of this Form 10-Q/A.

 

  (b)   Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    Filed with the Commission as
part of this Form 10-Q/A.

 

EXHIBIT 32   (a)  

Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

 

    Filed with the Commission as
part of this Form 10-Q/A.

 

  (b)   Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.		    Filed with the Commission as
part of this Form 10-Q/A.