-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F18kNLWhpODS0LJGlrD6zw8ju/9sboy6R2bzIiMNdbBQxubWEwAZ0iaghqo84oVE mPkC1nfcvckX4CPs3XH+AQ== 0001193125-08-082746.txt : 20080416 0001193125-08-082746.hdr.sgml : 20080416 20080416161312 ACCESSION NUMBER: 0001193125-08-082746 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080410 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080416 DATE AS OF CHANGE: 20080416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACUITY BRANDS INC CENTRAL INDEX KEY: 0001144215 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 582632672 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16583 FILM NUMBER: 08759997 BUSINESS ADDRESS: STREET 1: 1170 PEACHTREE STREET, NE STREET 2: SUITE 2400 CITY: ATLANTA STATE: GA ZIP: 30309-7676 BUSINESS PHONE: 404-853-1400 MAIL ADDRESS: STREET 1: 1170 PEACHTREE STREET, NE STREET 2: SUITE 2400 CITY: ATLANTA STATE: GA ZIP: 30309-7676 FORMER COMPANY: FORMER CONFORMED NAME: L&C SPINCO INC DATE OF NAME CHANGE: 20010629 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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 10, 2008

 

 

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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On or about April 4, 2008, the Plan Administrator for the Acuity Brands, Inc. 401(k) Plan, the Acuity Brands Lighting, Inc. 401(k) Plan, the Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees, and the Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement (collectively, the “Plans”) sent a notice to all of the employees of Acuity Brands, Inc. (the “Company”) and its subsidiaries informing them that there will be an upcoming suspension period under the Plans. The suspension is the result of the scheduled transition to an enhanced recordkeeping and online access system. The notice states that, as a result of these changes, there will be a period of time, beginning on Thursday, May 8, 2008 at 2:00 p.m. Eastern Time and expected to end on or before Wednesday, May 14, 2008 at 8:00 a.m. Eastern Time (the “Blackout Period”), when participants in the Plans will be unable to make changes to their accounts, conduct any transactions in their accounts, adjust their contribution rate, change investment options or obtain a loan, withdrawal or distribution from the Plans. The Company received the notice required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, on April 10, 2008.

If Plan participants have any questions about the suspension, the Plans directed them to contact Merrill Lynch, 1-800-894-3845, P.O. Box 105158, Atlanta, Georgia 30348-5158.

On April 16, 2008, the Company sent a notice to its directors and officers informing them of the Blackout Period and the prohibitions on trading in the Company’s securities during the Blackout Period. The notice was provided pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and a copy of the notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

Number

  

Description

99.1    Notice of Blackout Period

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    ACUITY BRANDS, INC.

Date: April 16, 2008

    By:   /s/ Richard K. Reese
       

Richard K. Reese

Executive Vice President and

Chief Financial Officer

EX-99.1 2 dex991.htm NOTICE OF BLACKOUT PERIOD Notice of Blackout Period

Exhibit 99.1

 

       
To:    Board of Directors and Section 16 Officers
From:    Dan Smith – VP, Treasurer & Secretary
Date:    April 15, 2008
Subject:    Notice of Upcoming “Blackout” Period for Trading Acuity Brands Stock – May 8 through May 14, 2008

Attached is a communication provided to participants in the Company’s 401(k) plans notifying them of an upcoming short “blackout” period related to the migration to Merrill Lynch’s enhanced recordkeeping system. This participant notice is required by applicable Federal law.

Because Acuity Brands Common Stock is an investment option under the 401(k) plans, new rules added by Sarbanes-Oxley provide that the Company’s directors and section 16 officers are not allowed to purchase or sell Acuity Brands stock during this blackout period which is scheduled to begin at 2 p.m. (Eastern time) on Thursday, May 8, 2008 and end at 8:00 a.m. (eastern time) on Wednesday, May 14, 2008.

Immediately prior to and after the blackout period, I will send out to each of you a reminder notice. Please give me a call at 404-853-1423 or email me at dan.smith@acuitybrands.com should you have any questions.

Attachment

 


Important Notice Concerning Your Rights Under The

Acuity Brands, Inc. (401k) Plan

April 2008

1. This notice is to inform you that the Acuity Brands, Inc. 401(k) Plan will be migrated to an enhanced recordkeeping system at Merrill Lynch.

2. Because of the time necessary to implement this transition, you temporarily will be unable to direct or diversify investments in your account, obtain a loan from the plan, or obtain a distribution from the plan. This period, during which you will be unable to exercise these rights otherwise available under the plan, is called a “blackout period.” Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning, as well as your overall financial plan.

3. The blackout period for the plan will begin on Thursday, May 8, 2008, at 2 p.m. Eastern time and end on Wednesday, May 14, 2008, at 8 a.m. Eastern time.

4. During this blackout period you will be unable to direct or diversify the assets held in your plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.

5. If you have any question concerning this notice, please contact Merrill Lynch, 8090-894-3845, P.O. Box 105158, Atlanta, Georgia, 30348-5158.

If you wish to make changes to your account before this blackout period begins, the attached letter includes the deadlines by which you must do so. The letter also summarizes some of the account access enhancements that will be available following the transition.

 

©April 2008 Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Printed in the U.S.A. Member, Securities Investor Protection Corporation (SIPC). 20081593-2

 


April 2008

 

Re: The Acuity Brands, Inc. 401(k) Plan

We are pleased to announce that several enhancements will soon be available to help make it easier and more convenient for you to manage and monitor your Acuity Brands, Inc. 401(k) Plan account. These changes will follow the migration of the Plan to an enhanced recordkeeping system at Merrill Lynch and include a new web site with enhanced online access to your account.

Because of the time needed to implement this transition, there will be a period of time during which you will not be able to make any changes to your account or conduct any transactions in your account.

(Please see the enclosed “Important Notice.”)

Blackout Period

This short “blackout” period will begin on Thursday, May 8, 2008, at 2 p.m. (Eastern time) and end on Wednesday, May 14, 2008, at 8 a.m. (Eastern time). During this period, you will not be able to adjust your contribution rate, change how your existing account balance is invested, or change the investment directions for your future contributions. You will also not be able to request a loan, withdrawal or distribution during this period.

There is no action you need to take before this transition period begins. However, if you want to make changes to your account before the transition period begins:

 

   

The deadline to request a loan, withdrawal or distribution from the Plan is Thursday, May 8, 2008, at 2 p.m. (Eastern time).

 

   

The deadline to change your contribution rate, redirect the allocation of your existing balance or redirect how your future contributions are to be invested is Thursday, May 8, 2008, at 2 p.m. (Eastern time).

To make any changes before the transition period begins, please visit the Plan’s current web site (www.ml.myretirementsite.come) or call 1-800-894-3845.

Benefits OnLine©

Following this transition, online access to your account will be available through Merrill Lynch’s secure Benefits OnLine© web site at www.benefits.ml.com. With Benefits OnLine, you’ll be able to:

 

   

Sign up for Online Delivery of your account statements – and eliminate paper mailings

   

Access your account statements online

   

View prospectuses for your Plan’s investment choices

 

 

Download your account information to Quicken® – to help you manage your account as part of your overall finances.

   

View confirmations of your transactions online

   

View alerts and messages related to your Plan

   

Review educational content and tools to help you plan for retirement – whether you’re building your retirement savings, nearing retirement or already living in retirement

In the coming weeks you will receive additional information about the transition and how you’ll be able to take advantage of enhanced online access to your account following the transition.

 

Benefits OnLine is a registered service mark of Merrill Lynch & Co., Inc.

Quicken is a registered service mark of Intuit Inc.

©April 2008 Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Printed in the U.S.A. Member, Securities Investor Protection Corporation (SIPC).                                     20081593-1

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