UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 2, 2006
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16583 | 58-2632672 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 1170 Peachtree St., N.E., Suite 2400, Atlanta, GA | 30309 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 404-853-1400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On August 2, 2006, Acuity Brands, Inc. (the “Company”) issued a press release announcing that Vernon J. Nagel, the Company’s Chairman, President, and Chief Executive Officer, established a stock trading plan effective August 1, 2006.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements And Exhibits.
(d) Exhibits. The following exhibit is filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press release dated August 2, 2006. |
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.
Date: August 2, 2006
| ACUITY BRANDS, INC. | ||
| By: | /s/ Kenyon W. Murphy | |
| Kenyon W. Murphy Senior Vice President and General Counsel | ||
Exhibit 99.1
Acuity Brands CEO Adopts 10b5-1 Trading Plan
ATLANTA—(BUSINESS WIRE)—Aug. 2, 2006—Acuity Brands, Inc. (NYSE: AYI) announced today that Vernon J. Nagel, Chairman, President, and Chief Executive Officer, established a stock trading plan effective August 1, 2006. The plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934 and the Company’s policies with respect to trading by insiders. Under the plan, if certain conditions are met, a portion of Mr. Nagel’s vested employee stock options will be exercised, with some of the resulting shares being directly retained by Mr. Nagel and others being sold to pay the exercise price and taxes associated with the transactions and to generate proceeds to be used by Mr. Nagel. The plan expires on August 1, 2008 unless completed or terminated earlier.
Mr. Nagel said, “The transactions contemplated under this plan enable me to increase the shares I hold directly, thereby complying with and exceeding stock ownership requirements set forth in my employment agreement, and to satisfy certain other obligations that I incurred in connection with taking my current position with the Company. I believe that my continuing ownership stake in the Company demonstrates my confidence in its future.”
Rule 10b5-1 allows officers and directors to adopt written, prearranged stock trading plans when they do not possess material, non-public information. Any transactions pursuant to Mr. Nagel’s trading plan will be reported on Form 4 filings with the Securities and Exchange Commission in accordance with applicable rules and regulations.
Acuity Brands, Inc., with fiscal year 2005 net sales of approximately $2.2 billion, is comprised of Acuity Brands Lighting and Acuity Specialty Products. Acuity Brands Lighting is one of the world’s leading providers of lighting fixtures and includes brands such as Lithonia Lighting(R), Holophane(R), Peerless(R), Hydrel(R), American Electric Lighting(R), and Gotham(R). Acuity Specialty Products is a leading provider of specialty chemicals and includes brands such as Zep(R), Zep Commercial(R), Enforcer(R), and Selig(TM). Headquartered in Atlanta, Georgia, Acuity Brands employs approximately 10,000 people and has operations throughout North America and in Europe and Asia.
CONTACT: Acuity Brands, Inc.
Helen Haines, 404-853-1407
SOURCE: Acuity Brands, Inc.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Acuity Brands, Inc.’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.