UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) NOVEMBER 1, 2005
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ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16583 58-2632672
(State or other jurisdiction of in (Commission File Number) (I.R.S. Employer
Company or organization) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective as of July 29, 2005, Kenneth W. Honeycutt, Jr. retired from
his position as President and Chief Executive Officer of Acuity Lighting Group,
Inc. in connection with his expected retirement from Acuity Brands, Inc. (the
"Company") on or about December 31, 2005. To assist the Company in the
transition of the responsibilities Mr. Honeycutt previously performed, the
Company entered into a consulting agreement with Mr. Honeycutt on
November 1, 2005. Pursuant to this agreement, Mr. Honeycutt will be available to
the Company on a reasonable basis for consultation and advice regarding the
transition to his successor of the responsibilities he previously performed as
the President and Chief Executive Officer of Acuity Lighting Group, Inc.
The consulting agreement has a term of fourteen months, beginning upon
Mr. Honeycutt's retirement on December 31, 2005 and terminating on February 28,
2007. As consideration for the performance of services under the consulting
agreement, the Company will pay Mr. Honeycutt a fee of $273,154 in a lump sum
cash payment on December 31, 2005 and eight monthly installments of
approximately $45,500 beginning on July 1, 2006 (the "Consulting Fees"). Upon a
change of control, as defined in the consulting agreement, Mr. Honeycutt would
be entitled to a lump sum cash payment in an amount equal to the present value
at the time of such change of control of the remaining Consulting Fees owed
under the consulting agreement. Mr. Honeycutt will be entitled to receive
payments in accordance with the terms of the Company's pension or retirement
plan, 401(k) plan, or stock option or restricted stock plan, however, Mr.
Honeycutt will not be eligible to continue to participate as an employee in any
such plans after his retirement. During the term of the consulting agreement,
Mr. Honeycutt will, along with his dependents, have the right to continue their
Company-sponsored group health care benefits and the Company shall pay the
portion of the premiums for coverage Mr. Honeycutt and his dependents would have
paid had he still been an employee of the Company. In addition, the Company
shall provide an additional eighteen months of coverage at Mr. Honeycutt's
election and at his sole expense.
Mr. Honeycutt has agreed to hold the Company's proprietary information
and other confidential information confidential for a period of three years
ending on November 1, 2008. Mr. Honeycutt has also agreed to hold the Company's
trade secrets confidential for so long as they qualify as such under applicable
law. Further, Mr. Honeycutt has agreed that during the term of the consulting
agreement he will not directly or indirectly perform for any "direct
competitor," as defined in the consulting agreement, any of the services or
responsibilities Mr. Honeycutt performed for the Company. Finally,
Mr. Honeycutt has also agreed to refrain from soliciting the Company's
customers, suppliers, and employees during the term of the consulting agreement.
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: November 7, 2005
ACUITY BRANDS, INC.
By: /s/ KENYON W. MURPHY
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Kenyon W. Murphy
Senior Vice President and General Counsel