FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO FORM 8-A FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NORTEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6112 05-0314991
(State of incorporation (Commission (IRS Employer)
or organization) File Number) Identification No.)
50 Kennedy Plaza, Providence, RI 02903-2360
(Address of principal executive officer) (Zip Code)
AMENDMENT NO. 5
The undersigned registrant hereby amends the following
items, financial statements, exhibits or other portions of its
Registration Statement on Form 8-A, registering its Preference
Stock Purchase Rights, as follows:
Item 1. Description of Securities to be Registered.
On March 31, 1986, Nortek, Inc. (the "Company") declared a
dividend distribution of one preferred stock purchase right (a
"Right"; collectively, the "Rights") for every outstanding share
of Common Stock, $1.00 par value (the "Common Stock") of the
Company. The distribution was payable on April 11, 1986 (the
"Dividend Record Date") to the shareholders of record at the
close of business on the Dividend Record Date. On March 18,
1991, the Company amended and restated the Rights Agreement (the
"Rights Agreement") between the Company and State Street Bank and
Trust Company, as Rights Agent (the "Rights Agent"). The Rights
Agreement sets forth the description and terms of the Rights. As
of October 6, 1993, the Company further amended the Rights
Agreement as provided in Amendment No. 1 to the Rights Agreement.
As of September 27, 1995 the Company further amended the Rights
Agreement as provided in Amendment No. 2 to the Rights Agreement
which is filed as Exhibit 1 attached hereto and is incorporated
herein by reference. The Rights Agreement contemplates the
issuance of one Right for every share of Common Stock and Special
Common Stock issued between the Record Date and the Distribution
Date (as that term is defined below). Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of a share of its Series A Participating Preference Stock, $1.00
par value (the "Preference Stock"), at a price of $75.00 per each
one one-hundredth share of Preference Stock (the "Purchase
Price"), subject to adjustment.
The Rights will separate from the Common Stock and Special
Common Stock and Rights certificates will be issued on the
Distribution Date. Unless otherwise determined by a majority of
the Board of Directors, the Distribution Date will occur on the
earlier of the tenth business day following (i) the later of (A)
a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership (determined
as provided in the Rights Agreement) of 17% or more of the
outstanding shares of Common Stock and Special Common Stock
(taken together as a single class, treating each share of Special
Common Stock outstanding as one share of Common Stock
outstanding) (the "Stock Acquisition Date") and (B) the date on
which an executive officer of the Company has actual knowledge
that an Acquiring Person has become such, or (ii) the
commencement or announcement of an intention to make a tender
offer or exchange offer that would result in a person or group
owning 30% or more of the outstanding Common Stock and Special
Common Stock (taken together as a single class, treating each
share of Special Common Stock outstanding as one share of Common
Stock outstanding) (the earlier of such dates being called the
"Distribution Date"). In any event, the Board of Directors may
delay the distribution of the Rights. Until the Distribution
Date (or earlier redemption or expiration of the Rights), new
Common Stock and Special Common Stock certificates issued after
the Dividend Record Date upon transfer or new issuance of the
Company's Common Stock or Special Common Stock will contain a
notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), the surrender for transfer of any of the Company's
Common Stock or Special Common Stock certificates outstanding as
of the Dividend Record Date will also constitute the transfer of
the Rights associated with the Common Stock or Special Common
Stock represented by such certificate. As soon as practicable
following the Distribution Date, if any, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Company's Common Stock and Special
Common Stock as of the close of business on the Distribution Date
and such separate Right Certificates alone will evidence the
Rights.
Bready Associates, a general partnership, any general
partner thereof, and any affiliate thereof so long as Richard L.
Bready is a general partner of such partnership, any director of
the Company, any executive officer elected by the directors of
the Company and any affiliate thereof and any two or more of such
persons acting as a group will not be considered an Acquiring
Person. In addition, the Company, any wholly-owned subsidiary of
the Company, any employee benefit plan of the Company or any
wholly-owned subsidiary of the Company or any trustee thereof
acting in such capacity or any Acquiring Person who became such
prior to October 12, 1993 with respect to securities of the
Company acquired prior to such date will not be considered an
Acquiring Person. Also any person who would be considered to
have become an Acquiring Person on and after September 27, 1995
solely as a result of decreases in the outstanding shares of
Common Stock and Special Common Stock of the Company provided
such person does not thereafter purchase or otherwise acquire any
additional shares will not be considered an Acquiring Person.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on April 11, 1996 (the "Expiration Date").
The Purchase Price payable, and the number of shares of the
Preference Stock or other securities or property issuable, upon
exercise of the Rights, are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of the
Preference Stock, (ii) upon the grant to holders of the
Preference Stock of certain rights or warrants to subscribe for
shares of the Preference Stock or convertible securities at less
than the current market price of the Preference Stock or (iii)
upon the distribution to holders of the Preference Stock of
evidences of indebtedness or assets (excluding regular quarterly
cash dividends out of the earnings or retained earnings of the
Company and dividends payable in shares of Preference Stock) or
of subscription rights or warrants (other than those referred to
above).
In the event that, at any time following the Stock
Acquisition Date, the Company were acquired in a merger or other
business combination (other than a merger descried in the
following sentence) or 50% or more of its assets or earning power
were sold, proper provision shall be made so that, except as
described in the last sentence of this paragraph, each holder of
a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right,
that number of shares of such transaction which would have a
market value of two times the exercise price of the Right. In
the event that, at any time following the Distribution Date, (i)
the Company were the surviving corporation in a merger with an
Acquiring Person and its Common Stock were not changed or
exchanged, (ii) an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights Agreement or
(iii) during such time as there is an Acquiring Person, (A) an
event occurs which results in such Acquiring Person's ownership
interest being increased by more than 1% or (B) there shall be
any reduction in the annual rate of dividends paid on the shares
of Common Stock (except as approved by a majority of the
directors of the Company or as necessary to reflect any
subdivision of the Common Stock or as required by Delaware law),
proper provision shall be made so that, except as described in
the following sentence, each holder of a Right will thereafter
have the right to receive upon exercise that number of shares of
the Common Stock (or, in certain circumstances, cash, property or
other securities of the Company) having a market value of two
times the exercise price of the Right. Following the occurrence
of any of the events described in this paragraph (as defined in
the Rights Agreement, a "Common Stock Event"), any Rights that
are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person shall
immediately become null and void.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
shares of any securities (other than fractional shares of
Preference Stock in integral multiples of one one-hundredth of a
share) will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of such securities on the
last trading date prior to the date of exercise.
At any time prior to earlier of (i) the first occurrence of
a Common Stock Event or (ii) the Expiration Date, the directors
of the Company, by a two-thirds vote, may redeem the Rights at a
redemption price of $.01 (the "Redemption Price"), as described
in the Rights Agreement. Immediately upon the action of the
directors of the Company electing to redeem the Rights, the
Company shall make a public announcement thereof, and upon such
election, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
If not previously exercised or redeemed, the Rights will
expire on the Expiration Date. Until a Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or
to receive dividends.
Any of the provisions of the Rights Agreement may be amended
by the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be
amended by the Company without approval of the holders of the
Rights in order to cure any ambiguity, to correct or supplement
any provision which may be defective or inconsistent, to make
changes which do not adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person), to
shorten or lengthen any time period under the Rights Agreement,
including, without limitation, the redemption period or to reduce
the Purchase Price in order that certain transactions will not be
taxable.
While the distribution of the Rights will not be taxable to
stockholders or the Company and the Company believes that
separation of the Rights on the Distribution Date should not be
so taxable, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other property) of the Company
or for common stock of the acquiring Company as set forth above.
As of October 10, 1995, there were 11,746,501 shares of
Common Stock and 506,776 shares of Special Common Stock
outstanding each of which received one Right and each share of
Common Stock and Special Common Stock issued thereafter will
receive one Right. As long as the Rights are attached to the
Common Stock and Special Common Stock, the Company will issue one
Right with each newly issued share of Common Stock and Special
Common Stock, including any such shares which may be issued
pursuant to employee benefit plans and the Company's contractual
commitments, so that all shares of Common Stock and Special
Common Stock outstanding on the Distribution Date will have
attached Rights. The Company has reserved 200,000 shares of
Preferred Stock for issuance upon exercise of the Rights.
The Rights may be deemed to have certain anti-takeover
effects. The Rights will cause substantial dilution to a person
or group that attempts to acquire the Company on terms not
approved by the directors of the Company, except pursuant to an
offer conditioned on a substantial number of Rights being
acquired.
The foregoing description of the Rights does not purport to
be complete and therefore is qualified in its entirety by
reference to the Rights Agreement and Amendments No. 1 and 2
thereto which have been filed as exhibits to the Form 8-A.
Item 2. Exhibits.
Item 2 is hereby amended to include the following as an
exhibit to the registration statement:
Exhibit
A. Amendment No. 2 dated as of September 27, 1995 to the
Amended and Restated Rights Agreement, dated as of
March 18, 1991 between the Company and State Street
Bank and Trust Company, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
NORTEK, INC.
By: /s/ Richard L. Bready
Title: Chairman
Date: October 13, 1995
EXHIBIT A
AMENDMENT NO. 2 TO AMENDED AND RESTATED
NORTEK, INC. RIGHTS AGREEMENT
DATED AS OF MARCH 18, 1991
This amendment, dated as of September 27, 1995, amends the
Nortek, Inc. Rights Agreement dated as of March 31, 1986, as
amended and restated as of March 18, 1991 (the "Rights
Agreement") between Nortek, Inc., a Delaware corporation (the
"Company") and State Street Bank and Trust Company, as Rights
Agent (the "Rights Agent"). Terms defined in the Rights
Agreement and not otherwise defined herein are used herein as so
defined.
W I T N E S S E T H:
WHEREAS, on March 18, 1991, the Board of Directors of the
Company approved certain amendments to the Rights Agreement and
approved the form of the Amended and Restated Rights Agreement;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the
Board of Directors of the Company desires to further amend
certain provisions of the Rights Agreement;
NOW, THEREFORE, the Rights Agreement is hereby amended as
follows:
Section 1(a) is amended by adding the following
subparagraph (vi) to the proviso immediately
following subparagraph (v) and immediately
preceding "shall":
"or (vi) any Acquiring Person who
becomes, or has become, such on or after
September 27, 1995 solely as a result of
decreases in the outstanding number of
shares of Common Stock and Special Common
Stock; provided that such Person does not
thereafter purchase or otherwise acquire
beneficial ownership of any additional
shares,"
IN WITNESS WHEREOF, the parties have caused this amendment
to the Rights Agreement to be duly executed as of the day and
year first above written.
NORTEK, INC.
By: /s/ Richard L. Bready
Title: Chairman
Attest:
By:/s/ Kevin W. Donnelly
Title: Secretary
STATE STREET BANK AND
TRUST COMPANY
By: /s/ Vincent J. Quealy, Jr.
Title: Vice President
