As filed with the Securities and Exchange Commission on July 22, 2005
REGISTRATION NO. 333-74242
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
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 LIGHTING GROUP, INC. PROFIT SHARING RETIREMENT PLAN
FOR SALARIED EMPLOYEES
ZEP MANUFACTURING COMPANY 401(k) PLAN
SELIG CHEMICAL INDUSTRIES RETIREMENT PLAN
ACUITY BRANDS, INC. 401(k) PLAN FOR CORPORATE EMPLOYEES
ACUITY LIGHTING GROUP, INC. 401(k) PLAN FOR HOURLY EMPLOYEES
ENFORCER PRODUCTS 401(k) PLAN
HOLOPHANE DIVISION OF ACUITY LIGHTING GROUP 401(k) PLAN FOR HOURLY EMPLOYEES
HOLOPHANE DIVISION OF ACUITY LIGHTING GROUP 401(k) PLAN FOR HOURLY EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING AGREEMENT
(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)
================================================================================
POST EFFECTIVE AMENDMENT NO. 1 - EXPLANATORY NOTE
Acuity Brands, Inc. (the "Registrant") is filing this post-effective
amendment to its Registration Statement on Form S-8, Registration No. 333-74242
(the "Registration Statement"), filed on November 30, 2001 with the Securities
and Exchange Commission, to deregister an aggregate of 423,768 shares of common
stock, par value $0.01 per share ("Common Stock"), along with the preferred
stock purchase rights, no par value ("Rights"), associated therewith, previously
registered on the Registration Statement and issuable under the Acuity Brands,
Inc. 401(k) Plan for Corporate Employees and the Acuity Lighting Group, Inc.
Profit Sharing Retirement Plan for Salaried Employees. This Post-Effective
Amendment No. 1 also deregisters the plan interests ("Plan Interests") in such
plans.
The remaining shares of Common Stock, Rights associated therewith and Plan
Interests in the Employee Benefit Plans registered on the Registration Statement
in connection with the Zep Manufacturing Company 401(k) Plan, Selig Chemical
Industries Retirement Plan, Acuity Lighting Group, Inc. 401(k) Plan for Hourly
Employees, Enforcer Products 401(k) Plan, Holophane Division of Acuity Lighting
Group 401(k) Plan for Hourly Employees, and Holophane Division of Acuity
Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective
Bargaining Agreement, as applicable, shall be unaffected by this Post-Effective
Amendment No. 1 to the Registration Statement.
2
Item 8. Exhibits.
Exhibit Description
- ------- -----------
24.1 * Powers of Attorney
- ---------------
* Filed herewith
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
----------------------------
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
Vernon J. Nagel
* Vice President and Controller;
- --------------------------------------- Interim Chief Financial Officer
Karen J. Holcom
* Director
- ---------------------------------------
Peter C. Browning
* Director
- ---------------------------------------
John L. Clendenin
* Director
- ---------------------------------------
Jay M. Davis
* Director
- ---------------------------------------
Earnest W. Deavenport, Jr.
* Director
- ---------------------------------------
Robert F. McCullough
* Director
- ---------------------------------------
Julia B. North
* Director
- ---------------------------------------
Ray M. Robinson
* Director
- ---------------------------------------
Neil Williams
* By: /s/ Kenyon W. Murphy
---------------------------------------
Kenyon W. Murphy
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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 the 22nd day of July, 2005.
ACUITY LIGHTING GROUP, INC. PROFIT
SHARING RETIREMENT PLAN FOR SALARIED
EMPLOYEES
ZEP MANUFACTURING COMPANY 401(K) PLAN
SELIG CHEMICAL INDUSTRIES RETIREMENT
PLAN
ACUITY BRANDS, INC. 401(K) PLAN FOR
CORPORATE EMPLOYEES
ACUITY LIGHTING GROUP, INC. 401(K) PLAN
FOR HOURLY EMPLOYEES
ENFORCER PRODUCTS 401(K) PLAN
HOLOPHANE DIVISION OF ACUITY LIGHTING
GROUP 401(K) PLAN FOR HOURLY EMPLOYEES
HOLOPHANE DIVISION OF ACUITY LIGHTING
GROUP 401(K) PLAN FOR HOURLY EMPLOYEES
COVERED BY A COLLECTIVE BARGAINING
AGREEMENT
By: Acuity Brands, Inc., Administrator
of Plans
By: /s/ Kenyon W. Murphy
--------------------
Kenyon W. Murphy
Senior Vice President and General
Counsel
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Vernon J. Nagel
----------------------------------
Vernon J. Nagel
Dated: July 22, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Karen J. Holcom
----------------------------------
Karen J. Holcom
Dated: July 21, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Peter C. Browning
-----------------------------------
Peter C. Browning
Dated: July 21, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ John L. Clendenin
-----------------------------------
John L. Clendenin
Dated: July 20, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Jay M. Davis
--------------------------------
Jay M. Davis
Dated: July 21, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Earnest W. Deavenport, Jr.
----------------------------------------
Earnest W. Deavenport, Jr.
Dated: July 21, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Robert F. McCullough
--------------------------------------
Robert F. McCullough
Dated: July 21, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Julia B. North
-----------------------------------
Julia B. North
Dated: July 20, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Ray M. Robinson
-----------------------------------
Ray M. Robinson
Dated: July 22, 2005
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Vernon J. Nagel and Kenyon W. Murphy, and each of them
individually, his true and lawful attorneys-in-fact (with full power of
substitution and resubstitution) to act for him in his name, place, and stead in
his capacity as a director or officer of Acuity Brands, Inc., to file a Post
Effective Amendment to Acuity Brands, Inc.'s Registration Statement on Form S-8
filed with the Securities and Exchange Commission (File Number 333-74242) (the
"Registration Statement"), and any and all amendments thereto (including
post-effective amendments to the Registration Statement, and any subsequent
related registration statements and amendments thereto pursuant to Rule 462(b)
of the Securities Act of 1933, as amended), together with any exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them individually,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Neil Williams
-----------------------------------
Neil Williams
Dated: July 21, 2005
