As filed with the Securities and Exchange Commission on July 3, 2008.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
1170 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309
(Address, including zip code, of registrants principal executive offices)
Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated)
(Full title of the plan)
RICHARD K. REECE
Executive Vice President and Chief Financial Officer
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)
Copies to:
KEITH M. TOWNSEND
King & Spalding LLP
1180 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 572-4600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x | Accelerated filer ¨ | |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered |
Proposed Maximum Offering Price Per Share (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee | ||||
Common Stock, par value $0.01 per share |
2,500,000 shares (2) | $43.03 | $107,575,000.00 | $4,228.00 | ||||
Preferred Stock Purchase Rights |
(3) | N/A | N/A | N/A |
(1) | Estimated solely for the purpose of computing the registration fee pursuant to Rules 457(c) and 457(h)(1) on the basis of the high and low sales prices of Common Stock of Acuity Brands, Inc. (the Company) on the New York Stock Exchange on July 2, 2008. |
(2) | Pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional securities as may become issuable under the plans as the result of any future stock splits, stock dividends or similar transactions. |
(3) | This Registration Statement also covers the associated Preferred Stock Purchase Rights (the Rights) issued pursuant to the Stockholder Protection Rights Agreement, dated as of September 25, 2007, between Acuity Brands, Inc. and The Bank of New York. Until the occurrence of certain events, the Rights will not be exercisable for or evidenced separately from shares of common stock, par value $0.01 per share, of Acuity Brands, Inc. |
EXPLANATORY NOTE
Acuity Brands, Inc. engaged in an internal restructuring, including a holding company reorganization, during the first quarter of fiscal 2008 pursuant to which, among other things, a newly formed holding company with the name Acuity Brands, Inc. (New ABI) filed post effective amendments to registration statements on Form S-8 on September 27, 2007 (the Post Effective Amendments), expressly adopting registration statement Nos. 333-74246 and 333-126521 of its predecessor in the reorganization (also named Acuity Brands, Inc.) (Old ABI and together with New ABI, the Company). Old ABI had originally filed registration statements on Form S-8 on November 30, 2001 (File No. 333-74246) and July 11, 2005 (File No. 333-126521) (together with the Post Effective Amendments, the Prior Registration Statements) to register under the Securities Act of 1933, as amended (the Securities Act), 8,100,000 shares (out of a total filing of 9,900,000) of the Companys common stock, par value $0.01 per share (Common Stock) and 3,000,000 shares (out of a total filing of 8,980,619) of Common Stock, respectively, issuable under the Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated) (the Long-Term Incentive Plan). The Company is filing this registration statement on Form S-8 (the Registration Statement) pursuant to and in accordance with General Instruction E of Form S-8 to register an additional 2,500,000 shares of Common Stock to be issued to employees of the Company and certain subsidiaries and to directors of the Company pursuant to the Long-Term Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be sent or given to eligible participants in the Long-Term Incentive Plan, as specified by Rule 428(b) of the Securities Act. Consistent with the instructions of Part I of Form S-8, such documents need not be filed with the Securities and Exchange Commission (the Commission) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Certain Documents by Reference |
The contents of the Prior Registration Statements are incorporated by reference into this Registration Statement. In addition, the following documents filed with the Commission are hereby incorporated by reference into this Registration Statement:
(a) | The Companys Annual Report on Form 10-K for the year ended August 31, 2007; |
(b) | The Companys Quarterly Reports on Form 10-Q for the three months ended November 30, 2007, February 29, 2008 and May 31, 2008; |
(c) | The Companys Current Reports on Form 8-K filed on September 26, 2007, October 2, 2007, October 4, 2007, October 9, 2007, October 18, 2007, October 23, 2007, November 6, 2007, November 20, 2007, January 4, 2008, January 16, 2008, January 16, 2008, March 28, 2008, April 16, 2008, April 21, 2008 and July 2, 2008 (except Item 2.02 and the related Exhibit 99.1 included in Item 9.01); and |
(d) | The description of the Companys Common Stock contained in the Companys Registration Statement on Form 10/A (File No. 001-16583) dated November 9, 2001, filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 8. | Exhibits |
Exhibit |
Description | |
5.1 | Opinion of King & Spalding LLP | |
10.1 | Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated) (filed as Exhibit A to the Companys Proxy Statement, filed with the Commission on November 16, 2007 and incorporated herein by reference) | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of King & Spalding LLP (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on signature page) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, State of Georgia, on this 3rd day of July, 2008.
ACUITY BRANDS, INC. | ||
By: | /s/ Richard K. Reece | |
Richard K. Reece | ||
Executive Vice President and Chief Financial Officer |
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Richard K. Reece and Vernon J. Nagel, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such persons and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacity indicated on the 3rd day of July, 2008.
Signature |
Title | |||
/s/ Vernon J. Nagel |
Chief Executive Officer and | |||
Vernon J. Nagel | Chairman of the Board of Directors | |||
(Principal Executive Officer) | ||||
/s/ Richard K. Reece |
Executive Vice President and Chief Financial Officer | |||
Richard K. Reece | (Principal Financial Officer) |
Signature |
Title | |||
/s/ Peter C. Browning |
Director | |||
Peter C. Browning | ||||
/s/ John L. Clendenin |
Director | |||
John L. Clendenin | ||||
/s/ George C. Guynn |
Director | |||
George C. Guynn | ||||
/s/ Robert F. McCullough |
Director | |||
Robert F. McCullough | ||||
/s/ Julia B. North |
Director | |||
Julia B. North | ||||
/s/ Ray M. Robinson |
Director | |||
Ray M. Robinson | ||||
/s/ Neil Williams |
Director | |||
Neil Williams |
EXHIBIT INDEX
Exhibit |
Description | |
4.1 | Stockholder Protection Rights Agreement between Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.) and The Bank of New York, dated as of September 25, 2007 (filed as Exhibit 4.2 to Registrants Current Report on Form 8-K as filed with the Commission on September 26, 2007 and incorporated herein by reference) | |
5.1 | Opinion of King & Spalding LLP | |
10.1 | Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated) (filed as Exhibit A to the Companys Proxy Statement, filed with the Commission on November 16, 2007 and incorporated herein by reference) | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of King & Spalding LLP (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on signature page) |
EXHIBIT 5.1
King & Spalding LLP 1180 Peachtree Street, NE Atlanta, Georgia 30309-3521 Tel: (404) 572-4600 Fax: (404) 572-5100 www.kslaw.com |
July 3, 2008
Acuity Brands, Inc.
1170 Peachtree Street, N.E.
Suite 2400
Atlanta, Georgia 30309
Re: | Acuity Brands, Inc. Form S-8 Registration Statement |
Ladies and Gentlemen:
We have acted as counsel for Acuity Brands, Inc., a Delaware corporation (the Company), in connection with the preparation of a Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission. The Registration Statement relates to 2,500,000 shares of the Companys common stock, par value $0.01 per share, to be issued pursuant to, or issued upon the exercise of options granted pursuant to, the Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated, the Plan) (all such shares and options are referred to herein as the Shares and Options, respectively).
As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.
For purposes of this opinion, we have assumed the following: (1) the Shares that may be issued pursuant to the Plan or upon exercise of the Options granted pursuant to the Plan will
continue to be duly authorized on the dates of such issuance and (2) on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors rights generally, general equitable principles and the discretion of courts in granting equitable remedies.
The opinions expressed herein are limited in all respects to the federal laws of the United States of America and laws of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
a. | The Shares are duly authorized; and |
b. | When the Shares are issued pursuant to the Plan or upon exercise of the Options granted pursuant to the Plan against payment therefor, as the case may be, as provided in the Plan, such Shares will be validly issued, fully paid and nonassessable. |
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of Acuity Brands, Inc. in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent.
We consent to the filing of this opinion as an Exhibit to the Registration Statement.
Sincerely,
/s/ King & Spalding LLP
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan of our reports dated October 25, 2007, with respect to the consolidated financial statements and schedule of Acuity Brands, Inc. included in its Annual Report (Form 10-K) for the year ended August 31, 2007, and the effectiveness of internal control over financial reporting of Acuity Brands, Inc. filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 30, 2008