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): April 20, 2009
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16583 | 58-2632672 | ||
| (State or other jurisdiction of Company 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 April 20, 2009, Acuity Brands announced that its wholly-owned subsidiary, Acuity Brands Lighting, Inc., completed the acquisition of Sensor Switch, Inc. The total value of the transaction was $205 million consisting of stock, cash, and a note payable. A copy of the related press release is attached as exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release dated April 20, 2009. |
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: April 22, 2009
| ACUITY BRANDS, INC. | ||
| By: | /s/ Richard K. Reece | |
| Richard K. Reece Executive Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| 99.1 | Press Release dated April 20, 2009 (Filed with the Commission as part of this Form 8-K). |
EXHIBIT 99.1
 |
News Release | Acuity Brands, Inc. 1170 Peachtree Street, NE Suite 2400 Atlanta, GA 30309
Tel: 404 853 1400 Fax: 404 853 1430
AcuityBrands.com |
Company Contact:
Dan Smith
Acuity Brands, Inc.
(404) 853-1423
Acuity Brands Announces Completion of Sensor Switch Acquisition
ATLANTA (April 20, 2009) – Acuity Brands, Inc. (NYSE: AYI; “Company”) today announced that its wholly-owned subsidiary, Acuity Brands Lighting, Inc., completed the acquisition of Sensor Switch, Inc. (“Sensor Switch”), an industry-leading developer and manufacturer of lighting controls and energy management systems. The total value of the transaction was $205 million consisting of stock, cash, and a note payable.
Vernon J. Nagel, Chairman, President, and Chief Executive Officer of Acuity Brands, said “The acquisition of Sensor Switch provides us the opportunity to accelerate our profitable growth strategy aimed at offering some of the most technologically advanced sustainable lighting solutions incorporating both controls and fixtures to maximize energy savings while delivering exceptional quality lighting. The addition of Sensor Switch along with our recent acquisition of Lighting Control and Design allows us to expand our capabilities in offering a full array of intelligent lighting products and lighting control solutions in a time when energy management control is critical.”
Acuity Brands, Inc. owns and operates Acuity Brands Lighting, Inc. and Acuity Brands Technology Services, Inc. With fiscal year 2008 net sales of approximately $2.0 billion, Acuity Brands Lighting and Acuity Brands Technology Services combined are one of the world’s leading providers of lighting fixtures and related products and services and include brands such as Lithonia Lighting®, Holophane®, Peerless®, Mark Architectural Lighting™, Hydrel®, American Electric Lighting®, Gotham®, Carandini®, MetalOptics®, Antique Street Lamps™, RELOC®, Lighting Control and Design™, Sensor Switch, Synergy® Lighting Controls, SAERIS™, and ROAM®. Headquartered in Atlanta, Georgia, Acuity Brands employs approximately 6,000 associates and has operations throughout North America and in Europe and Asia.
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News Release |
| Forward-Looking Statements
This release contains forward-looking statements, within the meaning of the federal securities laws. Statements that may be considered forward-looking include statements incorporating terms such as “will,” “expects,” “believes,” “intends,” “anticipates,” “may,” and similar terms that relate to future events, performance, or results of Acuity Brands. Specific forward-looking statements made in this press release include statements related to the opportunity to accelerate our profitable growth strategy aimed at offering some of the most technologically advanced sustainable lighting solutions and to the expansion of our capabilities in offering a full array of intelligent lighting products and lighting control solutions. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our expectations expressed in the forward-looking statements. These risks and uncertainties include those related to our recent acquisitions of Lighting Control & Design, Inc. and Sensor Switch, Inc. including, but not limited to, integration of the acquisitions and realizing expected synergies from the acquisitions. We also face other general risks, including customer and supplier relationships and prices; competition; market demand; and economic, political, governmental, and technological factors. In addition, additional risks that could cause our actual results to differ materially from those expressed our forward-looking statements are discussed in Part I, “Item 1a. Risk Factors” of our annual report on Form 10-K for the year ended August 31, 2008, and are specifically incorporated herein by reference. Further, forward-looking statements speak only as of the date they are made, and management undertakes no obligation to update publicly any of them in light of new information or future events. |
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