Attached files

file filename
EX-99.2 - EX-99.2 - NORTEK INCb86014exv99w2.htm
EX-99.1 - EX-99.1 - NORTEK INCb86014exv99w1.htm
 
 
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): April 11, 2011
Nortek, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
     
001-34697   05-0314991
     
(Commission File Number)   (I.R.S. Employer Identification No.)
     
50 Kennedy Plaza, Providence, Rhode Island   02903-2360
     
(Address of Principal Executive Offices)   (Zip Code)
(401) 751-1600
(Registrant’s Telephone Number, Including Area Code)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01   REGULATION FD DISCLOSURE
     On April 11, 2011, Nortek, Inc. (“Nortek” or the “Company”) publicly announced that it intends to offer $500.0 million in aggregate principal amount of senior notes due 2021 (the “Notes”). A copy of the press release announcing the offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Proceeds of the Notes offering will be used, in part, to refinance the Company’s outstanding 11% Senior Secured Notes due 2013.
     The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
     This 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
     The Company is disclosing under Item 7.01 in this Current Report the information attached as Exhibit 99.2, which is incorporated by reference herein. Such information, which has not been previously disclosed, was included in the confidential preliminary offering memorandum utilized in connection with the offering of the Notes.
     The information included in this Item 7.01 and in Exhibits 99.1 and 99.2 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission or any other document, except as shall be expressly set forth by specific reference in such filing.
     The information included in this Item 7.01 and in Exhibits 99.1 and 99.2 hereto contains forward-looking statements. These statements are based on Nortek’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors impacting such forward-looking statements include the availability and cost of certain raw materials (including, among others, steel, copper, packaging materials, plastics, resins, glass, wood and aluminum) and purchased components, freight costs, the level of domestic and foreign construction and remodeling activity affecting residential and commercial markets, interest rates, employment levels, inflation, foreign currency fluctuations, consumer spending levels, exposure to foreign economies, the rate of sales growth, prices, and product and warranty liability claims. Readers are urged to carefully review and consider the various

-2-


 

disclosures made by the Company in its Annual Report on Form 10-K, filed with the SEC on March 31, 2011.
Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS
(d)        Exhibits
99.1     Press release, dated April 11, 2011.
99.2     Regulation FD Disclosure

-3-


 

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 hereunto duly authorized.
         
  NORTEK, INC.
 
 
  By:   /s/ Edward J. Cooney    
    Name:   Edward J. Cooney   
    Title:   Vice President and Treasurer   
 
Date: April 11, 2011

-4-


 

EXHIBIT INDEX
         
Exhibit No.   Description of Exhibits
 
  99.1    
Press release, dated April 11, 2011.
  99.2    
Regulation FD Disclosure