As filed with the Securities and Exchange Commission on July 22, 2005
REGISTRATION NO. 333-74246
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2632672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ACUITY BRANDS, INC.
1170 PEACHTREE STREET, N.E.
SUITE 2400
ATLANTA, GEORGIA 30309
(404) 853-1400
(Address, including zip code, of registrant's principal executive offices)
ACUITY BRANDS, INC. LONG-TERM INCENTIVE PLAN
(Full title of plans)
KENYON W. MURPHY
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
ACUITY BRANDS, INC.
1170 PEACHTREE STREET, N.E.
SUITE 2400
ATLANTA, GEORGIA 30309
(404) 853-1400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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POST EFFECTIVE AMENDMENT NO. 1 - EXPLANATORY NOTE
Acuity Brands, Inc. (the "Registrant") is filing this post-effective
amendment (this "Amendment") to the Acuity Brands, Inc. Registration Statement
No. 333-74246 (the "Registration Statement"), filed on November 30, 2001 with
the Securities and Exchange Commission to deregister 5,980,619 shares of common
stock, par value $0.01 per share ("Common Stock"), along with the preferred
stock purchase rights associated therewith ("Rights"), previously registered on
the Registration Statement.
The Registrant has filed a new Registration Statement on Form S-8
(Registration No. 333-126521) for the Acuity Brands, Inc. Long Term Incentive
Plan (as amended and restated) (the "Amended LTIP"). The Registrant has carried
forward the 5,980,619 shares of Common Stock and associated Rights being
deregistered pursuant to this Amendment to the Registration Statement on Form
S-8 for the Amended LTIP.
Furthermore, the $6,745 registration fee previously paid by the Registrant
to register the shares being deregistered under this Amendment has been carried
forward and applied to the registration fee due as a result of registering
8,980,619 shares on the new Registration Statement on Form S-8 for the Amended
LTIP.
The remaining shares of Common Stock and associated Rights issuable
pursuant to the Acuity Brands, Inc. Employee Stock Purchase Plan and Acuity
Brands, Inc. 2001 Nonemployee Directors' Stock Option Plan registered on the
Registration Statement shall be unaffected by this Amendment.
2
Item 8. Exhibits.
Exhibit Description
24.1 * Powers of Attorney
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* Filed herewith
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Acuity Brands,
Inc. has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on this 22nd day of July, 2005.
ACUITY BRANDS, INC.
By: /s/ Kenyon W. Murphy
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Kenyon W. Murphy
Senior Vice President and General Counsel
KNOW ALL MEN BY THESE PRESENTS, pursuant to the requirements of the
Securities Act of 1933, this Post-Effective Amendment to the Registration
Statement has been signed by the following persons in the capacities indicated
on July 22, 2005.
Signature Title
* Chairman and Chief Executive Officer
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Vernon J. Nagel
* Vice President and Controller; Interim Chief
-------------------------- Financial Officer
Karen J. Holcom
* Director
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Peter C. Browning
* Director
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John L. Clendenin
* Director
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Jay M. Davis
* Director
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Earnest W. Deavenport, Jr.
* Director
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Robert F. McCullough
* Director
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Julia B. North
* Director
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Ray M. Robinson
* Director
--------------------------
Neil Williams
* By: /s/ Kenyon W. Murphy
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Kenyon W. Murphy
Attorney-in-Fact