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): December 9, 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 8.01. Other Events.

On December 10, 2008, Acuity Brands, Inc. issued a press release announcing the expiration and final results of its previously announced cash tender offer to purchase any and all of its outstanding 6% Notes due 2009 (the “Notes”). $12,637,000 in aggregate principal amount of the Notes, representing approximately 7.90% of the outstanding Notes, were validly tendered and not validly withdrawn in the tender offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated December 10, 2008.

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: December 10, 2008

ACUITY BRANDS, INC.
By:	/s/ Richard K. Reece
	Richard K. Reece Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated December 10, 2008.

EX-99.1

Exhibit 99.1

	News Release	Acuity Brands, Inc.
		1170 Peachtree Street, NE
		Suite 2400
		Atlanta, GA 30309
		Tel: 404 853 1400
		Fax: 404 853 1430
		AcuityBrands.com

Company Contact:

Dan Smith

Acuity Brands, Inc.

(404) 853-1423

Acuity Brands Announces Expiration and Final Results of

Tender Offer for its 6% Notes Due 2009

ATLANTA, December 10, 2008 – Acuity Brands, Inc. (NYSE: AYI) (the “Company”) today announced the expiration and final results of its previously announced cash tender offer to purchase any and all of its outstanding 6% Notes due 2009 (CUSIP No. 00508YAA0) (the “Notes”). The tender offer was made pursuant to an Offer to Purchase dated December 1, 2008 (the “Offer to Purchase”) and related Letter of Transmittal, which more fully set forth the terms and conditions of the tender offer. As of December 1, 2008, the aggregate principal amount of the Notes outstanding was $160 million.

The tender offer expired at 5:00 p.m., New York City time, on December 9, 2008. $12,637,000 in aggregate principal amount of the Notes, representing approximately 7.90% of the outstanding Notes, were validly tendered and not validly withdrawn in the tender offer. The Company has accepted for purchase all such Notes. The total consideration plus the applicable accrued and unpaid interest will be paid to the tendering holders today, which is the settlement date.

Citi served as the dealer manager for the tender offer and Global Bondholder Services Corporation served as the depositary and information agent for the tender offer.

Acuity Brands, Inc. owns and operates Acuity Brands Lighting, Inc. and Acuity Brands Technology Services, Inc. With fiscal year 2008 net sales of over $2.0 billion, Acuity Brands Lighting and Acuity Brands Technology Services combined are one of the world’s leading providers of lighting fixtures and related products and services and include brands such as Lithonia Lighting^®, Holophane^®, Peerless^®, Mark Architectural Lighting™, Hydrel^®, American Electric Lighting^®, Gotham^®, Carandini^®, SpecLight^®, MetalOptics^®, Antique Street Lamps™, Synergy^® Lighting Controls, SAERIS™, and ROAM^®. Headquartered in Atlanta, Georgia, Acuity Brands employs approximately 6,300 associates and has operations throughout North America and in Europe and Asia.