Nortek Holdings Inc – ‘8-A12B/A’ on 4/2/96

As of:  Tuesday, 4/2/96   ·   Accession #:  72423-96-7   ·   File #:  1-06112

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment to Registration of a Class of Securities     6±    31K 
 2: EX-1        Underwriting Agreement                                49±   211K 

8-A12B/A   —   Amendment to Registration of a Class of Securities
Document Table of Contents

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.                
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(Exact name of registrant as specified in its charter)      

Delaware                    1-6112                  05-0314991
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(State or Other Jurisdiction    (Commission                (IRS Employer      
of Incorporation)                File Number)          Identification No.)      

50 Kennedy Plaza, Providence, RI  02903-2360                                    
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(Address of principal executive offices)  (Zip Code)      

Amendment No. 6     

  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  preference  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     
"Amended  and  Restated Rights Agreement") between the  Company  and  State     
Street Bank and Trust Company, as Rights Agent (the "Rights Agent").  As of     
October  6,  1993,  the  Company amended the Amended  and  Restated  Rights     
Agreement as provided in Amendment No. 1 to the Amended and Restated Rights     
Agreement.   As  of  September  27, 1995 the Company  further  amended  the     
Amended and Restated Rights Agreement as provided in Amendment No. 2 to the     
Amended  and  Restated Rights Agreement.  As of April 1, 1996, the  Company     
amended and restated the Amended and Restated Rights Agreement, as amended,     
(the  "Second Amended and Restated Rights Agreement"), which  is  filed  as     
Exhibit  1  attached hereto and is incorporated herein by  reference.   The     
Second  Amended and Restated Rights Agreement contemplates the issuance  of     
one  Right  for  every  share of Common Stock issued between  the  Dividend     
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 $72.00 per  each        
one one-hundredth share of Preference Stock (the "Purchase Price"), subject     
to adjustment.                                                                  

The Rights will separate from the Common Stock and 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  Second  Amended  and     
Restated  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 certificates issued  after  the     
Dividend Record Date upon transfer or new issuance of the Company's  Common     
Stock will contain a notation incorporating the Second Amended and Restated     
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 certificates outstanding as of the Dividend     
Record Date will also constitute the transfer of the Rights associated with     
the  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 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  any Acquiring Person.  Also any person who would be  considered     
to  have become an Acquiring Person on and after April 1, 1996 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 March 31, 2006 (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 described in the following sentence) or 25% 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 Second Amended and  Restated     
Rights  Agreement, a "Common Stock Event"), any Rights that are, or  (under     
certain  circumstances specified in the Second Amended and Restated  Rights     
Agreement)   were,  beneficially  owned  by  any  Acquiring  Person   shall     
immediately become null and void.                                               

 The Board may, at its option, at any time after any person becomes an
Acquiring  Person,  exchange  all  or part  of  the  then  outstanding  and     
exercisable Rights for shares of Common Stock at an exchange ratio  of  one     
share  of  Common Stock per Right, appropriately adjusted  to  reflect  any     
stock split, stock dividend or similar transaction occurring after the date     
of   declaration  of  the  Rights  dividend  (such  exchange  ratio   being     
hereinafter referred to as the "Exchange Ratio").  The Board, however,  may     
not  effect  an exchange at any time after any person (other than  the  (i)     
Company, (ii) any subsidiary of the Company, or (iii) any employee  benefit     
plan  of  the  Company, of any such Subsidiary of the Company,  or  of  any     
entity holding Common Stock for or pursuant to the terms of any such plan),     
together  with all affiliates of such person, becomes the beneficial  owner     
of 50% or more of the 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) then outstanding.   Immediately     
upon  the  action  of the Board ordering the exchange  of  any  Rights  and     
without  any  further action and without any notice, the right to  exercise     
such  Rights  will terminate and the only right thereafter of a  holder  of     
such  Rights will be to receive that number of shares of Common Stock equal     
to  the number of such Rights held by the holder multiplied by the Exchange     
Ratio.                                                                          

 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 Second Amended and Restated 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 Second Amended  and  Restated  Rights
Agreement  may  be  amended by the Company prior to the Distribution  Date.     
After  the  Distribution  Date, the provisions of the  Second  Amended  and     
Restated 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  March  29, 1996, there were 10,873,940 shares of Common  Stock
outstanding which received one Right and each share of Common Stock  issued     
thereafter  will receive one Right.  As long as the Rights are attached  to     
the Common Stock the Common Stock issued thereafter will receive one Right.     
As  long  as the Rights are attached to the Common Stock, the Company  will     
issue one Right with each newly issued share of 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     
outstanding  on  the  Distribution Date will  have  attached  Rights.   The     
Company  has reserved 200,000 shares of Preference 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     
Second  Amended and Restated Rights Agreement which has been  filed  as  an     
exhibit 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                                                                         

     1.    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.                                   

     2.    Form  of Rights Certificate (attached as Exhibit B  to  the
     Second  Amended and Restated Rights Agreement).  Pursuant to  the
     Rights  Agreement, printed Rights Certificates will not be mailed
     until the Distribution Date (as defined in the Rights Agreement).

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

Dated:  April 2, 1996                                                           

EXHIBIT INDEX                                                                   

The following designated exhibits are filed herewith:                 

                                       Page Number
                                       -----------
Exhibit                                                                         

1.   Second Amended and Restated Rights Agreement           8                   
dated as of April 1, 1996 ("Second Amended                            
and Restated Rights Agreement") between the                           
Company  and  State Street  Bank  and  Trust                          
Company, as Rights Agent.                                             

2.   Form of Rights Certificate (attached as Exhibit       54                   
B to the Second Amended and Restated Rights                           
Agreement).  Pursuant to the Rights Agreement,                        
printed Rights Certificates will not be mailed                        
until the Distribution Date (as defined in the                        
Rights Agreement).                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B/A’ Filing		Date		Other Filings
		3/31/06
Filed on:		4/2/96		8-K
		4/1/96		8-K
		3/29/96
		9/27/95		8-A12B,  8-K,  8-K/A
		10/12/93
		10/6/93
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