Registration No. 333 - ____________
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NORTEK, INC.
(Exact name of issuer as specified in its charter)
Delaware 05-0314991
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
NORTEK, INC. 1997 EQUITY AND CASH INCENTIVE PLAN
NORTEK, INC. 1997 STOCK OPTION PLAN FOR DIRECTORS
(Full title of the plan)
Copy to
Richard L. Bready, Chairman Kevin W. Donnelly, Esq.
Nortek, Inc., 50 Kennedy Plaza Nortek, Inc., 50 Kennedy Plaza
Providence, Rhode Island 02903 Providence, Rhode Island 02903
(Name and address of agent for service)
(401) 751-1600
(Telephone number, including area code, of agent for service)
The Exhibit Index can be found on Page 11.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Regis- Price Offering Registra-
Registered tered(1) Per Share(2) Price(2) tion Fee
Common Stock,
Par Value
$1.00 Per
Share(3) 480,000 $23.01 $11,044,625 $3,346.86
(1) Persons eligible to receive awards under the Plans being
registered hereunder (the "Plans") may receive shares of or may
receive options to purchase shares of Special Common Stock, par
value $1.00 per share, which is convertible into Common Stock.
No more than 480,000 shares of Common Stock and Special Common
Stock in the aggregate may be issued.
(2) Outstanding options on the date hereof have an average
exercise price of $23.03 and a maximum aggregate offering price
of $8,191,200, the registration fee payable with respect to such
options is $2,482.18. There are 124,400 shares available for
grant under the Plans, at exercise prices still to be determined.
For the purpose of determining the registration fee, the maximum
per share and aggregate offering prices have been determined,
pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices
of the Common Stock reported on the New York Stock Exchange on
October 28, 1997. The registration fee for the shares not yet
subject to outstanding options is $864.68. The total
registration fee payable in respect of the shares being
registered hereunder is $3,346.86.
(3) There is also registered hereunder 480,000 attached Rights
to purchase one one-hundredth of a share of Series A
Participating Preference Stock of the Company.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Nortek, Inc. (the "Company") hereby incorporates the
following documents by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997 and June 28, 1997.
(c) The Company's Current Reports on Form 8-K and 8-K/A filed
with the Commission on March 5, 1997, March 13, 1997, May 5,
1997, July 29, 1997, August 27, 1997, September 10, 1997 and
September 12, 1997.
(d) The description of the Company's Common Stock contained in
its registration statement on Form 8-A filed with the Commission
on April 23, 1981 and the description of the Company's Special
Common Stock contained in its registration statement on Form 8-A
filed with the Commission on November 25, 1986.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of Common Stock (and the attached
Rights) and Special Common Stock offered hereby is being passed
upon by Kevin W. Donnelly, Vice President, General Counsel and
Secretary of the Company.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL")
provides that a corporation may indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil,
criminal or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Section 145 further provides that a
corporation similarly may indemnify any such person serving in
any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor, against expenses actually and reasonably incurred
in connection with the defense or settlement of such action or
suit if he acted in good faith in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem
proper.
Section 102(b)(7) of the DGCL permits a corporation to
include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL
(relating to unlawful payment of dividends and unlawful stock
purchase and redemption) or (iv) for any transaction from which
the director derived an improper personal benefit.
The Company's Certificate of Incorporation provides that its
directors shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director
except to the extent that exculpation from liabilities is not
permitted under the DGCL as in effect at the time such liability
is determined. The Company's By-Laws further provide that
Registrant shall indemnify its directors and officers to the
fullest extent permitted by the DGCL.
The directors and officers of the Company are covered under
directors' and officers' liability insurance policies maintained
by the Company.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibits marked with an asterisk are filed herewith. The
remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference:
Exhibit Number
4.1 Restated Certificate of Incorporation of Nortek, Inc.
(Exhibit 2 to form 8-K filed April 23, 1987).
4.2 Amendment to Restated Certificate of Incorporation of
Nortek, Inc. effective May 10, 1989 (Exhibit 3.2 to Form
10-K filed March 30, 1990, File No. 1-6112).
4.3 By-laws of Nortek, Inc. (as amended through September 19,
1996) (Exhibit 3.3 to Form 10-Q filed November 5, 1996,
File No. 1-6112).
4.4 Indenture dated as of February 14, 1994 between the
Company and State Street Bank and Trust Company, as
Trustee, relating to the 9 7/8% Senior Subordinated Notes
due 2004 (Exhibit 4.5 to Form 10-K filed March 25, 1994,
File No. 1-6112).
4.5 Indenture dated as of March 17, 1997 between the Company
and State Street Bank and Trust Company, as Trustee
relating to the 9.25% Series A and Series B Senior Notes
due March 15, 2007 (Exhibit 4.2 to Registration Statement
No. 333-25505 filed April 18, 1997).
4.6 Indenture dated as of August 26, 1997 between the Company
and State Street Bank and Trust Company, as Trustee
relating to the 9.125% Series A and B Senior Notes due
September 1,2007. (Exhibit 4.1 to Registration Statement
No. 333-36711 filed September 30, 1997).
4.7 Second Amended and Restated Rights Agreement dated as of
April 1, 1996 between the Company and State Street Bank
and Trust Company, as Rights Agent (Exhibit 1 to Form 8-K
filed April 2, 1996).
*5. Opinion of Kevin W. Donnelly, Esq..
*23.1 Consent of Kevin W. Donnelly, Esq. (contained in Exhibit
5).
*23.2 Consent of Arthur Andersen LLP.
24. Power of Attorney (see page 9 of the Registration
Statement).
99.1 Nortek, Inc. 1997 Equity and Cash Incentive Plan (Exhibit
10.1 to Form 10-Q filed May 12, 1997, File No. 1-6112).
99.2 Nortek, Inc. 1997 Stock Option Plan for Directors
(Exhibit 10.2 to Form 10-Q filed May 12, 1997, File No. 1-
6112).
*99.3 Form of Stock Option Certificate.
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement.
(2) That, for the purposes of determining any
liability under the Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b)The undersigned Company hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c)Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person
in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Act, 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 Providence, Rhode
Island on this 31st day of October, 1997.
NORTEK, INC.
By: /s/Richard L. Bready
Richard L. Bready
Chairman of the Board
We, the undersigned officers and directors of the Company,
hereby severally constitute and appoint Richard L. Bready,
Richard J. Harris and Kevin W. Donnelly, and each of them singly,
our true and lawful attorneys or attorney to execute in our
names, in the capacities indicated below, any and all amendments
to this registration statement on Form S-8, and all instruments
necessary or incidental in connection therewith, and to file the
same with the Commission. Each of said attorneys shall have
power to act hereunder with or without any other of said
attorneys, and shall have full power of substitution and
resubstitution. Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever
requisite or necessary to be done in the premises, as fully and
to all intents and purposes as each of the undersigned might or
could do in person, and each of the undersigned hereby ratifies
and approves the acts of said attorneys and each of them.
Pursuant to the requirements of the Act, this registration
statement has been signed below by the following persons in the
capacities and on the date indicated.
Name Title Date
/s/Richard L. Bready Chairman of the Board of October 31, 1997
Richard L. Bready Directors and President
(Principal Executive
Officer)
/s/Richard J. Harris Vice President and October 31, 1997
Richard J. Harris Treasurer (Principal
Financial Officer) and
Director
/s/Almon C. Hall Vice President and October 31, 1997
Almon C. Hall Controller (Principal
Accounting Officer)
/s/Phillip L. Cohen Director October 28, 1997
Phillip L. Cohen
/s/William I. Kelly Director October 25, 1997
William I. Kelly
/s/J. Peter Lyons Director October 28, 1997
J. Peter Lyons
EXHIBIT INDEX
Exhibits marked with an asterisk are filed herewith. The
remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference:
Sequentially
Exhibit Number Numbered Pages
4.1 Restated Certificate of Incorporation of
Nortek, Inc. (Exhibit 2 to form 8-K filed
April 23, 1987).
4.2 Amendment to Restated Certificate of
Incorporation of Nortek, Inc. effective
May 10, 1989 (Exhibit 3.2 to Form 10-K
filed March 30, 1990, File No. 1-6112).
4.3 By-laws of Nortek, Inc. (as amended
through September 19, 1996) (Exhibit 3.3
to Form 10-Q filed November 5, 1996, File
No. 1-6112).
4.4 Indenture dated as of February 14, 1994
between the Company and State Street Bank
and Trust Company, as Trustee, relating to
the 9 7/8% Senior Subordinated Notes due
2004 (Exhibit 4.5 to Form 10-K filed March
25, 1994, File No. 1-6112).
4.5 Indenture dated as of March 17, 1997
between the Company and State Street Bank
and Trust Company, as Trustee relating to
the 9.25% Series A and Series B Senior
Notes due March 15, 2007 (Exhibit 4.2 to
Registration Statement No. 333-25505 filed
April 18, 1997).
4.6 Indenture dated as of August 26, 1997
between the Company and State Street Bank
and Trust Company, as Trustee relating to
the 9.125% Series A and B Senior Notes due
September 1,2007. (Exhibit 4.1 to
Registration Statement No. 333-36711 filed
September 30, 1997).
4.7 Second Amended and Restated Rights
Agreement dated as of April 1, 1996
between the Company and State Street Bank
and Trust Company, as Rights Agent
(Exhibit 1 to Form 8-K filed April 2,
1996).
*5. Opinion of Kevin W. Donnelly, Esq.
*23.1 Consent of Kevin W. Donnelly, Esq.
(contained in Exhibit 5).
*23.2 Consent of Arthur Andersen LLP.
24. Power of Attorney (see page 9 of the
Registration Statement).
99.1 Nortek, Inc. 1997 Equity and Cash
Incentive Plan (Exhibit 10.1 to Form 10-Q
filed May 12, 1997, File No. 1-6112).
99.2 Nortek, Inc. 1997 Stock Option Plan for
Directors (Exhibit 10.2 to Form 10-Q filed
May 12, 1997, File No. 1-6112).
*99.3 Form of Stock Option Certificate.
Exhibit 5
October 31, 1997
Board of Directors
NORTEK, INC.
50 Kennedy Plaza
Providence, RI 02903
Ladies and Gentlemen:
This opinion is rendered to you in connection with the
proposed issue by Nortek, Inc. (the "Company") of up to 480,000
shares in the aggregate which may be shares of its Common Stock,
$1.00 par value, or shares of its Special Common Stock, $1.00 par
value (the "Shares"), together with such Preference Stock Purchase
Rights as may be issued in connection with the Common Stock
pursuant to the provisions of the Second Amended and Restated
Rights Agreement dated as of April 1, 1996, (the "Rights
Agreement"), between the Company and State Street Bank and Trust
Company, as Rights Agent (the "Rights"), covered by the
Registration Statement referred to below. The Shares are to be
issued in accordance with the terms of stock options and other
awards granted pursuant to the Company's 1997 Equity and Cash
Incentive Plan and 1997 Stock Option Plan for Directors (the
"Plans").
I am Vice President and General Counsel of the Company and am
familiar with the proceedings taken from time to time in
connection with issues of the Company's capital stock, and the
adoption of the Plans. I have examined such certificates,
records, documents and papers and I have deemed necessary for the
purposes of this opinion, including a copy of the Company's
Registration Statement on Form S-8 being filed with the Securities
and Exchange Commission contemporaneously herewith.
Board of Directors
October 31, 1997
Page two
Based upon the foregoing, I am of the opinion that when duly
executed certificates representing the Shares have been issued
against receipt of the agreed consideration therefor in accordance
with the terms of the stock options and other awards granted
pursuant to the terms of the Plans, the Shares will have been
validly issued and will be fully paid and nonassessable. I am
further of the opinion that any Rights issuable in accordance with
the terms of the Rights Agreement will be validly issued with no
additional consideration required to be paid therefor under the
terms of the Rights Agreement.
I hereby consent to the Company's filing of this opinion as
an exhibit to the above-mentioned Registration Statement and
amendments thereto.
Very truly yours,
NORTEK, INC.
/s/Kevin W. Donnelly
Kevin W. Donnelly
Vice President, General Counsel
& Secretary
Exhibit 23.2
[Arthur Andersen LLP Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
To Nortek, Inc.
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 12, 1997 included in Nortek, Inc.'s Form 10-
K for the year ended December 31, 1996.
/s/ARTHUR ANDERSEN LLP
October 30, 1997
Exhibit 99.3
1997 EQUITY AND CASH INCENTIVE PLAN
-----------------------------------
Stock Option Certificate
Stock Option granted by Nortek, Inc., a Delaware corporation, (the
"Company") on ________________ to __________________, an employee of the
Company or of a subsidiary of the Company, (the "Employee") pursuant to the
Company's 1997 Equity and Cash Incentive Plan, (the "Plan").
This certificate evidences the grant by the Company to the Employee of an
option to purchase, on the terms provided herein and in the Plan, a total
of _______ shares of the Company's Common Stock, $1.00 par value ("Common
Stock"), at a price of ___________ per share. This option is a non-
statutory stock option within the meaning of Section 422(b) of the Internal
Revenue Code (the "Code"). This option shall terminate on _______________
and is subject to earlier termination as provided in the Plan. Subject to
the other terms hereof and of the Plan, this option is exercisable as
follows: _______ shares on and ______________, _______________ shares on
and after _______________________; and __________ shares on and after
___________________.
Each election to exercise this option shall be in writing, signed by the
proper person, and received by the Company at its principal office in
Providence, Rhode Island, accompanied by this certificate and payment in
full as provided in the Plan.
This certificate and the option evidenced hereby are subject to the
provisions of the Plan, a copy of which is furnished to the Employee
herewith.
IN WITNESS WHEREOF, Nortek, Inc. has caused this certificate to be executed
by its Vice President and Treasurer, hereunto authorized under its
corporate seal duly attested. This option is granted at the Company's
office, on the date stated below.
Attest: NORTEK, INC.
___________________________ By: ____________________________
Secretary Vice President and Treasurer
Date: _____________________
Accepted and Agreed:
___________________________
Employee
