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As filed with the Securities and Exchange Commission on July 22, 2005 REGISTRATION NO. 333-74246 - -------------------------------------------------------------------------------- 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 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) - -------------------------------------------------------------------------------- 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 - ------------------------ * 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 ---------------------------------------- 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
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 333-74246) (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 333-74246) (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 333-74246) (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 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 333-74246) (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 333-74246) (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 333-74246) (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 333-74246) (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 333-74246) (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 333-74246) (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 333-74246) (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