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): January 21, 2004 Acuity Brands, Inc. ------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 001-16583 --------- (Commission File Number) 58-2632672 ---------- (IRS Employer Identification Number) 1170 Peachtree St., N.E., Suite 2400, Atlanta, GA 30309 ------------------------------------------------------- (Address of principal executive offices) (404) 853-1400 -------------- Registrant's telephone number, including area code N/A --- (Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure. On January 21, 2004, Acuity Brands, Inc. (the "Registrant") issued a press release with respect to its management succession plan. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5 as if fully set forth herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibit is filed herewith: EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press release, issued by the Registrant on January 21, 2004. 2
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: January 21, 2004 ACUITY BRANDS, INC. By: /s/ Kenyon W. Murphy ----------------------------------------- Kenyon W. Murphy Senior Vice President and General Counsel 3
Exhibit 99.1 ACUITY BRANDS ANNOUNCES SUCCESSION PLANS ATLANTA, Jan. 21 -- Acuity Brands, Inc. (NYSE: AYI) today announced that effective January 20, 2004, Vernon J. Nagel, age 46, was elected to the Board of Directors and appointed Vice Chairman in addition to his current position of Chief Financial Officer. Nagel will succeed James S. Balloun, age 65, as Chairman and Chief Executive Officer upon Balloun's retirement effective September 1, 2004, which is the beginning of Acuity Brands' 2005 fiscal year. John K. Morgan was appointed President and Chief Development Officer and will report to Nagel, as will Kenneth W. Honeycutt, Jr., President and Chief Executive Officer of Acuity Brands Lighting, and James H. Heagle, President and Chief Executive Officer of Acuity Specialty Products, effective immediately. The Company expects to name a Chief Financial Officer to replace Nagel in that position prior to September 1. "This succession decision is the result of a thorough assessment process carried out over the past six months, and I'm delighted to make this announcement," said Balloun. "Vern Nagel is highly qualified to lead Acuity Brands. He joined us as Executive Vice President and Chief Financial Officer at our formation two years ago after a successful career, most recently with the Kuhlman Corporation. He has led efforts to pay down our debt, provided leadership in shaping our vision, and developed an insightful understanding of our people and businesses in his tenure with Acuity Brands. We are also fortunate that John Morgan, in his new role, will be focused on enhancing our branding, marketing, and business development capabilities, with particular emphasis on strategic customers and key channels of distribution. Vern, John, and our operating presidents, Jim Heagle and Ken Honeycutt, form a highly qualified operating team which I believe is capable of leading Acuity Brands to new levels of performance and growth." "I am very excited about this opportunity," said Nagel. "Acuity Brands is a terrific company with a bright future and a great leadership team. I believe that we have a solid foundation, our strategy is sound, and we are accelerating execution on key initiatives to improve our performance and better serve our customer base. I look forward to working with the Board and the more than 11,000 employees of Acuity Brands in building a high performance organization for all stakeholders." Acuity Brands, Inc., with fiscal year 2003 net sales of over $2.0 billion, is comprised of Acuity Brands Lighting and Acuity Specialty Products. Acuity Brands Lighting is a world leader in 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), Enforcer(R), and Selig Industries(TM). Headquartered in Atlanta, Georgia, Acuity Brands employs approximately 11,400 people and has operations throughout North America and in Europe and Asia. 4