NTK / Nortek Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Nortek 15-12B

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34697 NORTEK, INC. (Exact name of registrant as specified in it

NTK / Nortek Inc. / Ares Corporate Opportunities Fund II, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* NORTEK, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 656559309 (CUSIP Number) Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-6600 (Name, Address and Telephone Number of

NTK / Nortek Inc. / Gates Capital Management, Inc. - GATES CAPITAL MANAGEMENT, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Nortek, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number) Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New York, New York 10036 with a copy to: Eleazer Klein, Esq. Schulte

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.

Nortek S-8 POS

As filed with the Securities and Exchange Commission on August 31, 2016 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 a16-1775218k.htm 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): August 31, 2016 NORTEK, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-34697 05-0314991 (State or Other Jurisdiction of Incorporat

AMENDED AND RESTATED NORTEK, INC. (A DELAWARE CORPORATION) August 31, 2016 ARTICLE I MEETINGS OF STOCKHOLDERS

EX-3.2 3 a16-177521ex3d2.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF NORTEK, INC. (A DELAWARE CORPORATION) August 31, 2016 ARTICLE I MEETINGS OF STOCKHOLDERS Section 1.1 Annual Meeting. A meeting of stockholders shall be held annually for the election of directors and the transaction of such other business as is related to the purpose or purposes set forth in the notice of meeting on su

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTEK, INC. ARTICLE I

EX-3.1 2 a16-177521ex3d1.htm EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NORTEK, INC. ARTICLE I The name of the Corporation is Nortek, Inc. (the “Corporation”). ARTICLE II The registered office and registered agent of the Corporation is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. ARTICLE III The pu

Nortek Announces Shares Successfully Tendered to Melrose Industries PLC and Subsequent Closing of Acquisition

Exhibit (a)(1)(I) Contact: Michael Botelho Vice President, Strategy and Investor Relations Nortek, Inc.

Nortek SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 NORTEK, INC. (Name of Subject Company) NORTEK, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number

Nortek SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Nortek, Inc. (Name of Subject Company) Nevada Corp. (Offeror) an indirect wholly owned subsidiary of Melrose Industries PLC (Offeror) (Name of Filing Persons and Offerors) COMMON S

Melrose Industries PLC Completion of Successful Tender Offer for Shares of Nortek

EX-99.(A)(5)(IV) 2 a16-1451912ex99da5iv.htm EX-99.(A)(5)(IV) Exhibit (a)(5)(iv) August 31, 2016 Melrose Industries PLC Completion of Successful Tender Offer for Shares of Nortek The Board of Melrose Industries PLC (“Melrose” or “the Company”) is pleased to announce today the completion of the tender offer to acquire Nortek, Inc. (“Nortek”). The offering period for the tender offer by Nevada Corp.,

Melrose Industries Plc (“Melrose” or the “Company”) Update on Proposed Melrose Acquisition of Nortek

Exhibit 99.(a)(5)(iii) August 9, 2016 Melrose Industries Plc (?Melrose? or the ?Company?) Update on Proposed Melrose Acquisition of Nortek The Board of Directors of Melrose Industries PLC (?Melrose?) announced today that 1,741,612,236 New Melrose Shares have been admitted to listing on the premium listing segment of the Official List of the UK Listing Authority and have been admitted to trading, n

Nortek SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Nortek, Inc. (Name of Subject Company) Nevada Corp. (Offeror) an indirect wholly owned subsidiary of Melrose Industries PLC (Offeror) (Name of Filing Persons and Offerors) COMMON S

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 nortekq220168-k.htm 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): August 8, 2016 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0

Nortek Reports Second Quarter 2016 Financial Results

Exhibit Exhibit 99.1 Nortek Reports Second Quarter 2016 Financial Results Providence, RI, August 8, 2016 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced financial results for the three-months ended July 2, 2016. Please note that Nortek

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2016 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

Nortek FORM 10-Q FOR NORTEK, INC. FOR 2Q 2016 (Quarterly Report)

10-Q 1 jul021610qntk.htm FORM 10-Q FOR NORTEK, INC. FOR 2Q 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra

NTK / Nortek Inc. 10-Q - Quarterly Report - PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 2Q 2016

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Nortek SC 14D9/A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 NORTEK, INC. (Name of Subject Company) NORTEK, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSI

Melrose Industries PLC Results of General Meeting

Exhibit 99.(a)(5)(ii) July 25, 2016 Melrose Industries PLC Results of General Meeting The Board of Melrose Industries PLC (“Melrose” or “the Company”) is pleased to announce that at today’s Melrose General Meeting all resolutions regarding the proposed recommended acquisition of Nortek, Inc. (“Nortek”) and the associated Rights Issue were passed. Copies of the resolutions have been submitted to th

Nortek SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Nortek, Inc. (Name of Subject Company) Nevada Corp. (Offeror) an indirect wholly owned subsidiary of Melrose Industries PLC (Offeror) (Name of Filing Persons and Offerors) COMMON S

Nortek SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Nortek, Inc. (Name of Subject Company) Nevada Corp. (Offeror) an indirect wholly owned subsidiary of Melrose Industries PLC (Offeror) (Name of Filing Persons and Offerors) COMMON S

Nortek SC 14D9/A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 NORTEK, INC. (Name of Subject Company) NORTEK, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSI

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EX-99.(E)(7) 2 a2229129zex-99e7.htm EX-99.(E)(7) Exhibit (e)(7) July 6, 2016 Ares Corporate Opportunities Fund II, L.P. Ares Corporate Opportunities Fund III, L.P. c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Attention: Daniel C. Lukas RE: Project Nevada Tender Agreement—Expense Reimbursement Dear Mr. Lukas: Reference is hereby made to the (i) Agreement and Pl

Nortek SC 14D9

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

TENDER AND SUPPORT AGREEMENT

EX-99.(D)(3) 9 a2229117zex-99d3.htm EX-99.(D)(3) Exhibit (d)(3) PRIVATE & CONFIDENTIAL EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this “Agreement”), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nortek, Inc. (Name of Subject Company) Nevada Co

SC TO-T 1 a2229117zscto-t.htm SC TO-T QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nortek, Inc. (Name of Subject Company) Nevada Corp. (Offeror) an indirect wholly owned subsidi

TENDER AND SUPPORT AGREEMENT

EX-99.(D)(5) 11 a2229117zex-99d5.htm EX-99.(D)(5) Exhibit (d)(5) PRIVATE & CONFIDENTIAL EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this “Agreement”), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corp

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of NORTEK, INC. at $86.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 8, 2016 by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC.

EX-99.(A)(1)(III) 4 a2229117zex-99a1iii.htm EX-99.(A)(1)(III) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of NORTEK, INC. at $86.00 NET PER SHARE Pursuant to the Offer to Purchase dated July 8, 2016 by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC. THE OFFER AND

Offer to Purchase for Cash All Outstanding Shares of Common Stock of NORTEK, INC. at $86.00 Per Share by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC

EX-99.(A)(1)(I) 2 a2229117zex-99a1i.htm EX-99.(A)(1)(I) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of NORTEK, INC. at $86.00 Per Share by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 2:00 A.M., NEW YORK CITY TIME, ON

LETTER OF TRANSMITTAL To Tender Shares of Common Stock of NORTEK, INC. at $86.00 Per Share Pursuant to the Offer to Purchase dated July 8, 2016 by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of NORTEK, INC.

May 2, 2016

Exhibit (d)(2) EXECUTION COPY May 2, 2016 CONFIDENTIAL Melrose Industries PLC (?Melrose?, ?you? or ?your?) Leconfield House Curzon Street London WIJ5JA Telephone: +44 20 7647 4500 Attn: Joff Crawford Dear Mr.

Melrose Industries PLC (“Melrose”,”we”, “us” or “our”) Leconfield House Curzon Street London WIJ5JA

Exhibit (d)(6) EXECUTION COPY Melrose Industries PLC (?Melrose?,?we?, ?us? or ?our?) Leconfield House Curzon Street London WIJ5JA May 20, 2016 Private & Confidential Nortek, Inc.

Offer To Purchase For Cash All Outstanding Shares of Common Stock of NORTEK, INC. at $86.00 Per Share Pursuant to the Offer to Purchase dated July 8, 2016 by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC

Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of NORTEK, INC.

Offer To Purchase For Cash All Outstanding Shares of Common Stock of NORTEK, INC. at $86.00 Per Share Pursuant to the Offer to Purchase dated July 8, 2016 by NEVADA CORP. an indirect wholly owned subsidiary of MELROSE INDUSTRIES PLC

QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock of NORTEK, INC.

TENDER AND SUPPORT AGREEMENT

Exhibit (d)(4) PRIVATE & CONFIDENTIAL EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this ?Agreement?), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (?Parent?), Nevada Corp.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defi

Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p16-1513exhibit1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil

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EX-3 4 a16-145681ex3.htm EX-3 Exhibit 3 July 6, 2016 Ares Corporate Opportunities Fund II, L.P. Ares Corporate Opportunities Fund III, L.P. c/o Ares Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Attention: Daniel C. Lukas RE: Project Nevada Tender Agreement — Expense Reimbursement Dear Mr. Lukas: Reference is hereby made to the (i) Agreement and Plan of Merger, dated as

NTK / Nortek Inc. / Gates Capital Management, Inc. Activist Investment

SC 13D 1 p16-1513sc13d.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Nortek, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number) Gates Capital Management, Inc. 1177 Avenue of the Americas, 46th Floor New York, New York 10036 with a copy to: Eleazer Klein, Esq. Sc

TENDER AND SUPPORT AGREEMENT

EX-2 3 a16-145681ex2.htm EX-2 Exhibit 2 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this “Agreement”), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corporation and a wholly owned subsidiary of Parent

JOINT FILING AGREEMENT

EX-1 2 a16-145681ex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) wi

TENDER AND SUPPORT AGREEMENT

EX-99 3 p16-1513exhibit2.htm EXHIBIT 2 EXHIBIT 2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT, dated as of July 6, 2016 (this “Agreement”), is among Melrose Industries PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Parent”), Nevada Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisi

NTK / Nortek Inc. / Ares Corporate Opportunities Fund II, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 a16-145681sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* NORTEK, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 656559309 (CUSIP Number) Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-660

Nortek SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 NORTEK, INC. (Name of Subject Company) NORTEK, INC. (Name of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number of Class of Secu

Form of Participation Letter—Deal Performance Bonus Program , 2016

QuickLinks - Click here to rapidly navigate through this document Exhibit 10.2 Form of Participation Letter?Deal Performance Bonus Program , 2016 CONFIDENTIAL [PARTICIPANT NAME] Dear [NAME]: On behalf of Nortek, Inc. (the "Company"), I am pleased to inform you about a deal performance bonus opportunity in the event that the Company experiences a Change of Control (as defined in the Company's 2009

Nortek, Inc. Enters Into Definitive Merger Agreement with Melrose Industries PLC — Melrose Industries PLC to acquire Nortek, Inc. for $86 per share in cash

QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 Contact: Michael Botelho Vice President, Strategy and Investor Relations Nortek, Inc. 401.751.1600 [email protected] Nortek, Inc. Enters Into Definitive Merger Agreement with Melrose Industries PLC ? Melrose Industries PLC to acquire Nortek, Inc. for $86 per share in cash Providence, RI, July 6, 2016?Nortek, In

AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.1 4 a2229121zex-101.htm EX-10.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment is made and entered into this 5th day of July, 2016 by and between Nortek, Inc. (the "Company") and Michael J. Clarke (the "Executive"): RECITALS 1. The Executive and the Company entered into that certain Employment Agreement dated De

AGREEMENT AND PLAN OF MERGER by and among MELROSE INDUSTRIES PLC, NEVADA CORP., and NORTEK, INC. dated as of July 6, 2016 Table of Contents

EX-2.1 2 a2229121zex-21.htm EX-2.1 Use these links to rapidly review the document Table of Contents Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MELROSE INDUSTRIES PLC, NEVADA CORP., and NORTEK, INC. dated as of July 6, 2016 Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.1 The Offer 2 Section 2.2 Company Actions 4 S

AMENDMENT TO AMENDED AND RESTATED BY-LAWS NORTEK, INC.

EX-3.1 3 a2229121zex-31.htm EX-3.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BY-LAWS OF NORTEK, INC. Pursuant to the approval granted by the Board of Directors of Nortek, Inc. (the "Corporation"), in a meeting held on July 5, 2016, and the subsequent resolution contained in the minutes of the meeting of the same date, the Amende

Nortek 8-K (Current Report/Significant Event)

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Nortek SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Nortek, Inc. (Name of Subject Company) Nevada Corp. (Offeror) an indirect wholly owned subsidiary of Melrose Industries PLC (Offeror) (Name of Filing Persons and Offerors) COMMON STOCK, $0.01 PAR VA

Melrose Industries PLC Proposed recommended acquisition of Nortek, Inc. at an offer price of $86 per Nortek Share

Exhibit 99.1 July 6, 2016 Melrose Industries PLC Proposed recommended acquisition of Nortek, Inc. at an offer price of $86 per Nortek Share Today the Board of Melrose Industries PLC (“Melrose” or the “Company”) announces that it has reached agreement with Nortek, Inc. (“Nortek”) on the terms of a recommended proposal for Melrose to acquire, for cash, the issued and outstanding shares of Nortek (th

UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION NON-PROSECUTION AGREEMENT I. In connection with an investigation by the Division of Enforcement ("Division") relating to possible violations of the books and records and intemal accounting c

npaagreement UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION NON-PROSECUTION AGREEMENT I.

Sincer aniel Kahn Deputy Chief U.S. Department of Justice Criminal Division Fraud Section 1400 New York Avenue, NW Washington, D.C. 20005 June 3, 2016 Luke Cadigan, Esq. K&L Gates State Street Financial Center, One Lincoln Street Boston, Massachusett

EX-99.2 3 dojletter.htm EXHIBIT 99.2 Sincer aniel Kahn Deputy Chief U.S. Department of Justice Criminal Division Fraud Section 1400 New York Avenue, NW Washington, D.C. 20005 June 3, 2016 Luke Cadigan, Esq. K&L Gates State Street Financial Center, One Lincoln Street Boston, Massachusetts 02111-2950 Re: Nortek, Inc. Dear Mr. Cadigan: I write regarding the investigation by the Department of Justice,

Financial Statements and Exhibits, Other Events

Document 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): June 3, 2016 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File

Nortek NORTEK, INC. 2015 FORM SD - CONFLICT MINERALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34697 05-0314991 (State or other jurisdiction of incorporation or organization) (Commission file number) (I.R.S. Employer Identification No.) 500 Exchange Street Providence, Rhode Island 02903-2699 (Address of

Nortek, Inc. Conflict Minerals Report For the Reporting Period Ended December 31, 2015

Exhibit Exhibit 1.01 Nortek, Inc. Conflict Minerals Report For the Reporting Period Ended December 31, 2015 This Conflict Minerals Report for the calendar-year reporting period beginning January 1, 2015 and ending December 31, 2015 (the ?reporting period?) has been prepared and filed with the Securities and Exchange Commission (?SEC? or ?Commission?) under cover of Form SD by Nortek, Inc. (togethe

EX-99.1

Exhibit 99.1 Nortek Reports First Quarter 2016 Results Delivers Strong year-over-year Net Sales and Earnings Growth Providence, RI, May 12, 2016 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced financial results for the three-months end

Nortek Reports First Quarter 2016 Results Delivers Strong year-over-year Net Sales and Earnings Growth

SEC Exhibit Exhibit 99.1 Nortek Reports First Quarter 2016 Results Delivers Strong year-over-year Net Sales and Earnings Growth Providence, RI, May 12, 2016 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced financial results for the thre

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ntkq120168-k.htm Q1 2016 EARNINGS RELEASE 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): May 12, 2016 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2016 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)

Nortek FORM 10-Q FOR NORTEK, INC. FOR 1Q 2016 (Quarterly Report)

10-Q 1 apr021610qntk.htm FORM 10-Q FOR NORTEK, INC. FOR 1Q 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tr

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): May 9, 2016 Nortek, Inc. (Exact N

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): May 9, 2016 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) (

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 9, 2016 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) (

NTK / Nortek Inc. 10-Q - Quarterly Report - PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 1Q 2016

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FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO U.S. GUARANTY AGREEMENT AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT

EX-10.1 2 ntk2016abl.htm EXHIBIT 10.1 EXECUTION VERSION FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO U.S. GUARANTY AGREEMENT AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT Agreement, FIRST AMENDMENT TO U.S. GUARANTY agreement AND FIRST AMENDMENT TO U.S. SECURITY AGREEMENT, dated as of May 9, 2016 (this “Amendment

EX-10.1

POWER OF ATTORNEY

Exhibit 24 Exhibit 24 POWER OF ATTORNEY I hereby constitute and appoint each of Kevin W.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY I hereby constitute and appoint each of Kevin W. Donnelly, Jacqueline Y. Zane and Dawn M. Valois as my true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Nortek, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934

Current Report

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): May 3, 2016 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numbe

Nortek DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ntkq420158-k.htm NORTEK INC. Q4 2015 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): February 29, 2016 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorpora

Nortek Reports Fourth-Quarter and Full-Year 2015 Results

EX-99.1 2 ex9912015q4.htm EXHIBIT 99.1 Exhibit 99.1 Nortek Reports Fourth-Quarter and Full-Year 2015 Results Providence, RI, February 29, 2016 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced financial results for the three-months and y

Nortek 2015 FORM 10-K FOR NORTEK, INC. (Annual Report)

10-K 1 dec311510kntk.htm 2015 FORM 10-K FOR NORTEK, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year-ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

NTK / Nortek Inc. 10-K - Annual Report - 2015 FORM 10-K FOR NORTEK, INC.

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LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Set forth below is a list of all subsidiaries of the Company as of December 31, 2015 the assets and operations of which are included in the Consolidated Financial Statements of Nortek, Inc., except subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary: NAME OF SUBSIDIARY Jurisdiction Anthro Corporation

NORDYNE INC. 8000 Phoenix Parkway O’Fallon, MO 63366

Exhibit 10.8 NORDYNE INC. 8000 Phoenix Parkway O’Fallon, MO 63366 March 9, 2010 David J. LaGrand, President NORDYNE Inc. 8000 Phoenix Parkway O’Fallon, MO 63366 Dear Dave, This letter confirms Nordyne’s agreement as follows: 1. In exchange for your agreement to continue in the exclusive employment of Nordyne Inc. (“Nordyne” or the “Company”) as its President for a period of five years ending March

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 23, 2016 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05

NTK / Nortek Inc. / Gates Capital Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

NTK / Nortek Inc. / Anchorage Capital Group, L.L.C. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* NORTEK, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

NTK / Nortek Inc. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

SC 13G/A 1 ntka121216.htm CANYON CAPITAL ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nortek Inc (Name of Issuer) Common Stock (Title of Class of Securities) 656559309 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ntkq32015x8-k.htm 8-K Q3 2015 EARNINGS FOR NORTEK, INC. 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): November 3, 2015 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdictio

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 3Q 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

Nortek Reports Third Quarter 2015 Results Demonstrates Progress on Initiatives and Revises 2015 Guidance Post Company Sale Process

EX-99.1 2 ex9912015q3.htm EXHIBIT 99.1 Exhibit 99.1 Nortek Reports Third Quarter 2015 Results Demonstrates Progress on Initiatives and Revises 2015 Guidance Post Company Sale Process Providence, RI, November 3, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2015 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numb

Nortek Announces That It Has Ended Discussions to Sell the Company

EX-99.1 2 oct82015xprelease.htm EXHIBIT 99.1 Exhibit 99.1 Nortek Announces That It Has Ended Discussions to Sell the Company PROVIDENCE, R.I., Oct. 8, 2015 - Nortek, Inc. (“Nortek” or the “Company”) (Nasdaq: NTK) announced today that following receipt of an unsolicited proposal to acquire the Company, the Board and its advisors commenced a review of strategic alternatives. That review is now compl

Financial Statements and Exhibits, Other Events

8-K 1 oct82015x8-k.htm 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): October 8, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commi

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ntkq22015x8-k.htm 8-K Q2 2015 EARNINGS FOR NORTEK, INC. 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): August 3, 2015 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction

Nortek Reports Second Quarter 2015 Results Provides Full Year 2015 Financial Guidance

EX99.1 2015 Q2 Exhibit 99.1 Nortek Reports Second Quarter 2015 Results Provides Full Year 2015 Financial Guidance Providence, RI, August 3, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced financial results for the three-month peri

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On July 31, 2015, Nortek, Inc. (?Nortek? or the ?Company?), through certain of its wholly owned subsidiaries, entered into an agreement and completed the sale of all of the issued and outstanding common stock of TV One Broadcast Sales Corporation, TV One Limited and Magenta Research Ltd., the entities through whic

FORM 10-Q FOR NORTEK, INC. FOR 2Q 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2015 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

Nortek 8-K (Current Report/Significant Event)

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): July 31, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34697 05-0314991 (State or other jurisdiction of incorporation) (Commission File Num

EX-99.1

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): June 30, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-0314991

Nortek Security & Control Acquires Health and Wellness Technology Business from Numera Technology-Focused Transaction Positions Nortek to Better Serve the Growing Demand for Mobile Personal Safety and Telehealth Solutions

numeraacqpr Exhibit 99.1 Nortek Security & Control Acquires Health and Wellness Technology Business from Numera Technology-Focused Transaction Positions Nortek to Better Serve the Growing Demand for Mobile Personal Safety and Telehealth Solutions Carlsbad, CA June 30, 2015 - Nortek Security & Control LLC, a Nortek, Inc. company (Nasdaq: NTK) and a leader in the residential and commercial security

Financial Statements and Exhibits, Other Events

8-K 1 numeraacq8-k.htm 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): June 30, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commiss

Nortek NORTEK, INC. 2014 FORM SD - CONFLICT MINERALS

2014 Form SD - Conflict Minerals UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Nortek, Inc. Conflict Minerals Report For the Reporting Period Ended December 31, 2014

Exhibit 1.01 2014 Conflict Minerals Exhibit 1.01 Nortek, Inc. Conflict Minerals Report For the Reporting Period Ended December 31, 2014 This Conflict Minerals Report for the calendar-year reporting period beginning January 1, 2014 and ending December 31, 2014 (the “reporting period”, has been prepared and filed with the Securities and Exchange Commission (“SEC” or “Commission”) under cover of Form

Nortek Chief Financial Officer Almon Hall to Retire at Year-end 2015

achprelease Exhibit 99.1 Nortek Chief Financial Officer Almon Hall to Retire at Year-end 2015 Providence, RI, May 21, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced that Senior Vice President and Chief Financial Officer Almon C.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 18, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-0314991

TRANSITION EMPLOYMENT AND SEPARATION AGREEMENT

achseparationagmt Exhibit 10.1 EXECUTION VERSION TRANSITION EMPLOYMENT AND SEPARATION AGREEMENT This TRANSITION EMPLOYMENT AND SEPARATION AGREEMENT (this ? Agreement ?) is entered into as of May 18, 2015 (the ? Effective Date ?), between Nortek, Inc. (the ? Company ?) and Almon C. Hall, III (the ? Executive ?). WHEREAS, the Company and the Executive are parties to that certain Amended and Restated

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ach8-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): May 18, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-0

EX-24

POWER OF ATTORNEY I hereby constitute and appoint each of Kevin W. Donnelly, Stephanie J. Baton and Dawn M. Valois as my true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Nortek, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amende

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ntk8kq12015.htm 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): May 4, 2015 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991

Nortek Reports First Quarter 2015 Results Net Sales Increase 4.5% Year-over-Year, Reflecting Reznor Acquisition and Strong Growth in Security & Control Solutions Segment

EX99.1 2015 Q1 Exhibit 99.1 Nortek Reports First Quarter 2015 Results Net Sales Increase 4.5% Year-over-Year, Reflecting Reznor Acquisition and Strong Growth in Security & Control Solutions Segment Providence, RI, May 4, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Norte

EX-99.1

Exhibit 99.1 Nortek Reports First Quarter 2015 Results Net Sales Increase 4.5% Year-over-Year, Reflecting Reznor Acquisition and Strong Growth in Security & Control Solutions Segment Providence, RI, May 4, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applic

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 1Q 2015

Current Report

8-K 1 ntk2015am8k.htm 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): April 28, 2015 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-03149

Nortek Announces Plans to Refinance 10% Notes due 2018 with Incremental $265 Million Senior Secured Term Loan

EX-99.1 3 ntk2015tlaprrelease.htm EXHIBIT 99.1 Exhibit 99.1 Nortek Announces Plans to Refinance 10% Notes due 2018 with Incremental $265 Million Senior Secured Term Loan Providence, RI, April 2, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, tod

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 2, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-0314991

INCREMENTAL AMENDMENT (INCREMENTAL-1 LOANS)

ntk2015incrementalamendment EXHIBIT 10.1 EXECUTION VERSION INCREMENTAL AMENDMENT (INCREMENTAL-1 LOANS) THIS INCREMENTAL AMENDMENT (as amended, restated, supplemented or otherwise modified from time to time, this ? Amendment ?), dated as of April 2, 2015, is entered into by and among NORTEK, INC., a Delaware corporation (the ? Borrower ?), the Guarantors (as defined in the Credit Agreement (defined

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 ntk2015termloanam8-k.htm 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): April 2, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as per

PDF OF PROXY STATEMENT DEFA14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1 ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi

PDF OF PROXY STATEMENTY

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 2, 2015 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)

Nortek Reports Fourth-Quarter and Full-Year 2014 Results Q4 Net Sales Increase 16% year-over-year, Driven by Growth in Security & Control Solutions and Residential & Commercial HVAC Segments

Exhibit 99.1 Nortek Reports Fourth-Quarter and Full-Year 2014 Results Q4 Net Sales Increase 16% year-over-year, Driven by Growth in Security & Control Solutions and Residential & Commercial HVAC Segments Providence, RI, March 2, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residentia

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LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Set forth below is a list of all subsidiaries of the Company as of December 31, 2014 the assets and operations of which are included in the Consolidated Financial Statements of Nortek, Inc., except subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary: NAME OF SUBSIDIARY Jurisdiction Best S.p.A. Italy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year-ended December 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek,

Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Performance - Based)

Exhibit 10.11 Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Performance - Based) This Agreement is by and between Nortek, Inc. (the ?Company?) and (the ?Grantee?). WITNESSETH: 1.Grant of Restricted Stock. Pursuant to the provisions of the Amended and Restated Nortek, Inc. 2009 Omnibus Incentive Plan (as amended from time to time, the ?Plan?), which is in

PDF VERSION OF 2014 FORM 10-K FOR NORTEK, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year-ended December 31, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek,

NTK / Nortek Inc. / Anchorage Capital Group, L.L.C. Passive Investment

SC 13G/A 1 efc15-132fmsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NORTEK, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate

NTK / Nortek Inc. / Gates Capital Management, Inc. - SCHEDULE 13G AMENDMENT FILING Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

NTK / Nortek Inc. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nortek Inc (Name of Issuer) Common Stock (Title of Class of Securities) 656559309 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

Financial Statements and Exhibits, Other Events

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): January 21, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-0314

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Nortek Acquires Anthro Corporation Transaction Enhances Ergonomic Product Portfolio and Market Presence

Exhibit 99.1 Nortek Acquires Anthro Corporation Transaction Enhances Ergonomic Product Portfolio and Market Presence Providence, RI, January 21, 2015 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven products and solutions for residential and commercial applications, today announced it has acquired Anthro C

Other Events

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): January 7, 2015 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-03149

SEVERANCE AND GENERAL RELEASE AGREEMENT

Exhibit 10.1 SEVERANCE AND GENERAL RELEASE AGREEMENT THIS SEVERANCE AND GENERAL RELEASE AGREEMENT ("Agreement") is entered into between Linear LLC (the "Company") and Sean Burke ("Employee") both the "Parties", effective as of the date set forth on the signature page (the "Date of this Agreement"). WHEREAS, Employee has been employed by Company and that employment has ended; WHEREAS, in his role a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 3Q 2014

Nortek Reports Third-Quarter 2014 Results Net Sales Increase 9% year-over-year, Driven by Organic and Acquisition Related Growth

Exhibit 99.1 Nortek Reports Third-Quarter 2014 Results Net Sales Increase 9% year-over-year, Driven by Organic and Acquisition Related Growth Providence, RI, November 3, 2014 - Nortek, Inc. (Nasdaq: NTK), a global diversified industrial company with leading brands and innovative air management and technology-driven solutions for residential and commercial applications, today announced financial re

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2014 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numb

NTK / Nortek Inc. / Ares Corporate Opportunities Fund II, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* NORTEK, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 656559309 (CUSIP Number) Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-6600 (Name, Address and Telephone Number of

NTK / Nortek Inc. / Gates Capital Management, Inc. - SCHEDULE 13G HOLDINGS REPORT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Nortek, Inc.

Regulation FD Disclosure

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): October 3, 2014 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numbe

EX-24

Exhibit 24 POWER OF ATTORNEY I hereby constitute and appoint each of Kevin W. Donnelly, Stephanie J. Baton and Dawn M. Valois as my true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Nortek, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 mm08-15148k.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): August 13, 2014 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2014 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek

8-K

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PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 2Q 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek

Nortek Reports Second-Quarter 2014 Results Demand for Home Security and Commercial Air Management Products Drives 14% Net Sales Growth

EX-99.1 2 ex9912014q2.htm EXHIBIT Exhibit 99.1 Nortek Reports Second-Quarter 2014 Results Demand for Home Security and Commercial Air Management Products Drives 14% Net Sales Growth Providence, RI, August 4, 2014 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative air management and technology-driven products and solutions for residential and commercial ap

NORTEK, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET DECEMBER 31, 2013 Reznor Nortek Financing Pro Forma Adjustments Nortek Pro Forma Nortek Historical Historical Acquisition Pro Forma Adjustments (Amounts in millions) Unaudited ASSE

EX-99.2 Exhibit 99.2 ITEM 2. FINANCIAL INFORMATION. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On April 30, 2014, Nortek, Inc. (the “Company”) completed the acquisition of the heating, ventilation and air conditioning business of Thomas & Betts Corporation (“Reznor”) from Thomas & Betts Corporation, Thomas & Betts Netherlands B.V., Thomas & Betts International, LLC, Thomas & B

Financial Statements and Exhibits

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 1) FORM 8-K/A 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 30, 2014 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-

HVAC Division (A business of ABB Ltd) Combined Financial Statements December 31, 2013, 2012, and 2011 (With Independent Auditors’ Report Thereon) HVAC Division (A business of ABB Ltd) December 31, 2013, 2012 and 2011 Table of Contents Independent Aud

Exhibit 99.1 HVAC Division (A business of ABB Ltd) Combined Financial Statements December 31, 2013, 2012, and 2011 (With Independent Auditors’ Report Thereon) HVAC Division (A business of ABB Ltd) December 31, 2013, 2012 and 2011 Table of Contents Independent Auditors’ Report 3 Combined Statements of Operations 5 Combined Statements of Comprehensive Income 6 Combined Statements of Financial Positi

- NORTEK, INC. FORM SD - CONFLICT MINERALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34697 05-0314991 (State or other jurisdiction of incorporation or organization) (Commission file number) (I.R.S. Employer Identification No.) 500 Exchange Street Providence, Rhode Island 02903-2699 (Address of

Nortek, Inc. Conflict Minerals Report For the Reporting Period Ended December 31, 2013

Exhibit 1.02 Nortek, Inc. Conflict Minerals Report For the Reporting Period Ended December 31, 2013 This report for the calendar-year reporting period beginning January 1, 2013 and ending December 31, 2013, has been prepared and filed with the Securities and Exchange Commission (“SEC” or “Commission”) under cover of Form SD by Nortek, Inc. (together with all consolidated subsidiaries, “Nortek,” “C

Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Performance - Based)

EX-10.2 3 ex102-pbrsagreement.htm EXHIBIT 10.2 PBRS AGREEMENT Exhibit 10.2 Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Performance - Based) This Agreement is by and between Nortek, Inc. (the “Company”) and (the “Grantee”). WITNESSETH: 1.Grant of Restricted Stock. Pursuant to the provisions of the Amended and Restated Nortek, Inc. 2009 Omnibus Incentive

Nortek Reports First-Quarter 2014 Results Net Sales Increase 6.0%, Driven by Air Management and Home Security Product Demand; Company Completes Previously Announced Acquisition of Thomas & Betts’ HVAC Business

Exhibit 99.1 Nortek Reports First-Quarter 2014 Results Net Sales Increase 6.0%, Driven by Air Management and Home Security Product Demand; Company Completes Previously Announced Acquisition of Thomas & Betts’ HVAC Business Providence, RI, May 5, 2014 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative air management and technology-driven products and solut

Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Nonqualified Stock Option Agreement

EX-10.1 2 ex101-optionagreement.htm EXHIBIT 10.1 OPTION AGREEMENT Exhibit 10.1 Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Nonqualified Stock Option Agreement This Agreement is by and between Nortek, Inc. (the “Company”) and (the “Grantee”). 1. Grant of Options. Pursuant to the provisions of the Amended and Restated Nortek, Inc. 2009 Omnibus Incentive Plan (as amended from time t

Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement

Exhibit 10.4 Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement This Agreement is by and between Nortek, Inc. (the ?Company?) and [?] (the ?Grantee?). WITNESSETH: 1.Grant of Restricted Stock. Pursuant to the provisions of the Amended and Restated Nortek, Inc. 2009 Omnibus Incentive Plan (as amended from time to time, the ?Plan?), which is incorporated herein b

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 1Q 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Norte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Norte

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): May 5, 2014 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) (

Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Time - Based)

EX-10.3 4 ex103-tbrsagreement.htm EXHIBIT 10.3 TBRS AGREEMENT Exhibit 10.3 Amended and Restated Nortek, Inc. 2009 OMNIBUS INCENTIVE PLAN Restricted Stock Agreement (Time - Based) This Agreement is by and between Nortek, Inc. (the “Company”) and (the “Grantee”). WITNESSETH: 1.Grant of Restricted Stock. Pursuant to the provisions of the Amended and Restated Nortek, Inc. 2009 Omnibus Incentive Plan (

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PURCHASE AND SALE AGREEMENT BY AND AMONG Nortek, Inc. (as Buyer) Thomas & Betts Corporation Thomas & Betts Netherlands B.V. Thomas & Betts International, LLC Thomas & Betts Holdings (U.K.) Limited Thomas & Betts Monterrey S. de R.L. de C.V. (as the S

EX-2.1 2 reznorpurchaseagmt.htm REZNOR PURCHASE AGREEMENT Exhibit 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT BY AND AMONG Nortek, Inc. (as Buyer) and Thomas & Betts Corporation Thomas & Betts Netherlands B.V. Thomas & Betts International, LLC Thomas & Betts Holdings (U.K.) Limited and Thomas & Betts Monterrey S. de R.L. de C.V. (as the Sellers) March 21, 2014 Table of Contents Page Article

Current Report

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Current Report

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): May 1, 2014 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) (

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2014 NORTEK, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, UBS SECURITIE

Exhibit 10.1 EXECUTION COPY Published CUSIP Number: 656560AG4 Term Loan B CUSIP Number: 656560AH2 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 30, 2014 among NORTEK, INC., as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, UBS SECURITIES LLC and ROYAL BANK OF CANADA, as Co- Syndica

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 30, 2014 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

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Nortek Completes Acquisition of Thomas & Betts’ HVAC Business

EX-99.1 4 reznorprelease.htm PRESS RELEASE Exhibit 99.1 Nortek Completes Acquisition of Thomas & Betts’ HVAC Business Providence, RI, April 30, 2014 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative air management and technology-driven products and solutions for residential and commercial applications, today announced the closing of its previously disclo

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- PDF OF PROXY STATEMENT

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- DEF14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 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): March 21, 2014 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

Nortek Positions Itself as Major Air Management Supplier with Acquisition of Thomas & Betts’ HVAC business Company Signs Definitive Agreement to Acquire Global Manufacturer of Commercial HVAC Equipment, Including Well-Known Reznor® Brand, for $260 Mi

Nortek Positions Itself as Major Air Management Supplier with Acquisition of Thomas & Betts’ HVAC business Company Signs Definitive Agreement to Acquire Global Manufacturer of Commercial HVAC Equipment, Including Well-Known Reznor® Brand, for $260 Million in Cash Providence, RI, March 21, 2014 - Nortek, Inc.

Current Report

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Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): March 11, 2014 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

Nortek Reports Fourth-Quarter and Full-Year 2013 Results Fourth-Quarter Net Sales Increase 8.6% as All Five Segments Report Top-Line Growth

Exhibit 99.1 Nortek Reports Fourth-Quarter and Full-Year 2013 Results Fourth-Quarter Net Sales Increase 8.6% as All Five Segments Report Top-Line Growth Providence, RI, March 11, 2014 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today announced financial results f

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LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Set forth below is a list of all subsidiaries of the Company as of December 31, 2013 the assets and operations of which are included in the Consolidated Financial Statements of Nortek, Inc., except subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary: NAME OF SUBSIDIARY Jurisdiction Best S.p.A. Italy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year-ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek,

PDF VERSION OF DECEMBER 31, 2013 FORM 10-K FOR NORTEK, INC.

NTK / Nortek Inc. / Gates Capital Management, Inc. - SCHEDULE 13G AMENDMENT FILING Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

Nortek Reports Third Quarter 2013 Results Product Demand in Segments that Focus on Residential Sector Drives 5.7% Net Sales Growth

Exhibit 99.1 Nortek Reports Third Quarter 2013 Results Product Demand in Segments that Focus on Residential Sector Drives 5.7% Net Sales Growth Providence, RI, November 7, 2013 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today announced financial results for the

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 3Q 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 7, 2013 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numb

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NTK / Nortek Inc. / Gates Capital Management, Inc. - SCHEDULE 13G AMENDMENT FILING Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

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PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 2Q 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): August 1, 2013 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

Nortek Reports Second Quarter 2013 Results Product Demand in Residential Heating and Cooling and Technology Solutions Segments Continues to Drive Sales Growth

Exhibit 99.1 Nortek Reports Second Quarter 2013 Results Product Demand in Residential Heating and Cooling and Technology Solutions Segments Continues to Drive Sales Growth Providence, RI, August 1, 2013 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today announced

NORTEK, INC. OFFER TO EXCHANGE Up to $235,000,000 aggregate principal amount of its 8.5% Senior Notes due 2021, the issuance of which has been registered under the Securities Act of 1933, as amended, (CUSIP No. 656559 BQ3) a like principal amount of

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-189181 PROSPECTUS NORTEK, INC. OFFER TO EXCHANGE Up to $235,000,000 aggregate principal amount of its 8.5% Senior Notes due 2021, the issuance of which has been registered under the Securities Act of 1933, as amended, (CUSIP No. 656559 BQ3) for a like principal amount of its outstanding 8.5% Senior Notes due 2021 issued on Oct

NORTEK, INC.

EX-12.1 Exhibit 12.1 NORTEK, INC. RATIO OF EARNINGS TO FIXED CHARGES YEAR ENDED DECEMBER 31, 2008 PERIOD FROM JAN. 1, 2009 TO DEC. 19, 2009 PERIOD FROM DEC. 20, 2009 TO DEC. 31, 2009 YEAR ENDED DECEMBER 31, 2010 2011 2012 (IN MILLIONS EXCEPT RATIOS) EARNINGS: (Loss) earnings from continuing operations (780.7 ) 195.3 (3.4 ) (13.4 ) (55.9 ) 9.5 Provision (benefit) for income taxes 26.9 85.0 (1.4 ) (

June 7, 2013

EX-5.3 Exhibit 5.3 June 7, 2013 Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903-2360 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have been asked to render an opinion letter with respect to certain securities being registered under a Registration Statement on Form S-4 (the “Registration Statement”) filed by Nortek, Inc., a Delaware corporation (the “Issuer”), and certain subs

June 7, 2013

EX-5.5 6 d543918dex55.htm EX-5.5 Exhibit 5.5 June 7, 2013 Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903-2360 Ladies and Gentlemen: We have acted as special Oklahoma counsel to Governair LLC and Temtrol, LLC (the “Oklahoma Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed on June 7, 2013, by Nortek, Inc. (“Nortek”) and the guarantors li

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

- FORM S-4

Form S-4 Table of Contents As filed with the Securities and Exchange Commission on June 7, 2013 Registration No.

June 7, 2013

EX-5.4 Exhibit 5.4 June 7, 2013 Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903-2360 Dear Ladies and Gentlemen: We have acted as counsel to LT Sale Co., a Utah corporation (“LT Sale”), in connection with the Registration Statement on Form S-4 (File No. 333- ) (the “Registration Statement”) filed on June 7, 2013 by Nortek, Inc. (the “Issuer”) and certain of its subsidiaries, including LT Sale, a

NORTEK, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET MARCH 30, 2013 2GIG Nortek Consolidating Pro Forma Adjustments Nortek Historical Historical Acquisition Pro Forma Adjustments Nortek Pro Forma (Dollar amounts in m

EX-99.3 5 d541762dex993.htm EX-99.3 Exhibit 99.3 ITEM 2. FINANCIAL INFORMATION. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On April 1, 2013, Nortek, Inc. (the “Company”) acquired all of the outstanding common stock of 2GIG Technologies, Inc. (“2GIG”) from APX Group, Inc. for $135 million, plus an additional amount of approximately $12.3 million calculated based upon 2GIG’s est

2GIG Technologies, Inc. and Subsidiary Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 1 Consolidated Balance Sheets as of December 31, 2012 (Successor) and December 31, 2011 (Predecessor) 2 Consolid

EX-99.1 Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS 2GIG Technologies, Inc. and Subsidiary December 31, 2012 and 2011 2GIG Technologies, Inc. and Subsidiary Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 1 Consolidated Balance Sheets as of December 31, 2012 (Successor) and December 31, 2011 (Predecessor) 2 Consolidated Statements of Operations

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 1) FORM 8-K/A 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 1, 2013 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Com

NORTEK, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE UP TO $235,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 8.5% SENIOR NOTES DUE 2021, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (CUSIP NO. 656559 BQ3) A LIK

EX-99.1 13 d543918dex991.htm EX-99.1 Exhibit 99.1 NORTEK, INC. LETTER OF TRANSMITTAL OFFER TO EXCHANGE UP TO $235,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 8.5% SENIOR NOTES DUE 2021, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (CUSIP NO. 656559 BQ3) FOR A LIKE PRINCIPAL AMOUNT OF ITS OUTSTANDING 8.5% SENIOR NOTES DUE 2021 ISSUED ON OCTOBER 18, 2012 (CUS

161 Ottawa Avenue NW, Suite 600 Grand Rapids, MI 49503-2793 Phone 616.235.3500 Fax 616.233.5269 GRAND RAPIDS – GRAND HAVEN June 7, 2013

EX-5.6 Exhibit 5.6 EDWARD B. GOODRICH RICHARD G. LEONARD BRUCE W. NECKERS THOMAS P. HOGAN MARY ANN CARTWRIGHT THOMAS L. SAXE JAMES L. SCHIPPER LAURIE M. STRONG GREGORY G. TIMMER SCOTT J. STEINER DOUGLAS P. VANDEN BERGE ROBERT C. SHAVER JOHN M. LICHTENBERG MARK E. FATUM DAN E. BYLENGA, JR. PAUL A. MCCARTHY RANDY J. KOLAR MICHAEL C. WALTON BRUCE A. COURTADE PETER J. LOZICKI TODD A. HENDRICKS MARTIN

June 7, 2013

EX-5.7 Exhibit 5.7 500 West Jefferson Street, Suite 2800 Louisville, Kentucky 40202-2898 502.589.5235 Fax: 502.589.0309 June 7, 2013 Nortek, Inc. 50 Kennedy Plaza Providence, RI 02903-2360 Ladies and Gentlemen: We have acted as special counsel in the Commonwealth of Kentucky (the “State”) to Barcom Asia Holdings, LLC, a Kentucky limited liability company (“Barcom Asia”), Barcom China Holdings, LLC

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2GIG Technologies, Inc. and Subsidiary March 31, 2013

EX-99.2 Exhibit 99.2 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 2GIG Technologies, Inc. and Subsidiary March 31, 2013 2GIG Technologies, Inc. and Subsidiary Index to Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 1 Unaudited Condensed Consolidated Statements of Operations and Comprehensive

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2013 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Norte

Nortek Reports First Quarter 2013 Results Residential Heating and Cooling and Technology Solutions Segments Achieve Double-Digit Sales Growth

Exhibit 99.1 Nortek Reports First Quarter 2013 Results Residential Heating and Cooling and Technology Solutions Segments Achieve Double-Digit Sales Growth Providence, RI, May 9, 2013 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today announced financial results fo

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 1Q 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Norte

Current Report

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): May 9, 2013 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) (

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- PDF OF 2013 PROXY STATEMENT

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- DEFA14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-

- PDF OF SPA

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Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 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): April 1, 2013 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)

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Nortek Completes Acquisition of 2GIG Technologies

Exhibit 99.1 Nortek Completes Acquisition of 2GIG Technologies Providence, RI, April 1, 2013 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today announced the closing of its previously announced acquisition of 2GIG Technologies, Inc. (2GIG), a privately held innova

STOCK PURCHASE AGREEMENT

Exhibit 2.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of February 13, 2013, by and among Nortek, Inc., a Delaware corporation (“Buyer”) and APX GROUP, INC., a Delaware corporation (“Seller”). RECITALS A. Seller is the sole stockholder of 2GIG TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and owns beneficially, and of record,

Financial Statements and Exhibits, Other Events - 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): March 20, 2013 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

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Nortek Mourns Passing of Senior Vice President and Treasurer Edward J. Cooney

Exhibit 99.1 Nortek Mourns Passing of Senior Vice President and Treasurer Edward J. Cooney Providence, RI, March 20, 2013 - Nortek, Inc. (Nasdaq: NTK) today announced with great sorrow the sudden passing of Senior Vice President and Treasurer Edward J. Cooney. He joined Nortek as Vice President and Treasurer in 2001 and was appointed Senior Vice President in 2011. “Beyond the enormous professional

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year-ended December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 Nortek,

PDF VERSION OF DECEMBER 31, 2012 FORM 10-K FOR NORTEK, INC.

LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Set forth below is a list of all subsidiaries of the Company as of December 31, 2012 the assets and operations of which are included in the Consolidated Financial Statements of Nortek, Inc., except subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary: NAME OF SUBSIDIARY Jurisdiction Best S.p.A. Italy

- PDF OF EARNINGS RELEASE

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Nortek Reports Fourth Quarter 2012 Results Achieves EPS of $0.61 for Full-Year 2012; Net Cash Provided by Operating Activities of $26.3 Million in the Fourth Quarter

Exhibit 99.1 Nortek Reports Fourth Quarter 2012 Results Achieves EPS of $0.61 for Full-Year 2012; Net Cash Provided by Operating Activities of $26.3 Million in the Fourth Quarter Providence, RI, March 14, 2013 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today ann

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 14, 2013 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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): March 5, 2012 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)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 13, 2013 Nortek, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-34697 (Commission File Number) 05-031

NTK / Nortek Inc. / Gates Capital Management, Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nortek, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 656559309 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

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NTK / Nortek Inc. / Anchorage Capital Group, L.L.C. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NORTEK, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 656559309 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Nortek to Acquire 2GIG Technologies

Exhibit 99.1 Nortek to Acquire 2GIG Technologies Innovative Designer and Supplier of Residential Security and Home Automation Systems to Join Nortek's Technology Solutions Segment Providence, RI, February 14, 2013 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today

Code of Business Conduct and Ethics

Table of Contents Code of Business Conduct and Ethics 1 Table of Contents A Message from Michael J.

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits - 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): November 6, 2012 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

PDF VERSION OF FORM 10-Q FOR NORTEK, INC. FOR 3Q 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34697 N

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 8, 2012 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34697 05-0314991 (Commission File Numb

CQ`> M%S_W)[13-0K

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Nortek Reports Improved Profitability in Third Quarter 2012 Operating Earnings Rise $19.8 Million

Exhibit 99.1 Nortek Reports Improved Profitability in Third Quarter 2012 Operating Earnings Rise $19.8 Million Providence, RI, November 8, 2012 - Nortek, Inc. (Nasdaq: NTK), a global diversified company with leading brands and innovative, technology-driven products and solutions for residential and commercial applications, today announced financial results for the three months ended September 29,

REGISTRATION RIGHTS AGREEMENT by and among Nortek, Inc., the Guarantors Listed on Schedule I hereto UBS Securities LLC Dated as of October 18, 2012 REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT by and among Nortek, Inc., the Guarantors Listed on Schedule I hereto and UBS Securities LLC Dated as of October 18, 2012 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2012, by and among Nortek, Inc., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto (coll

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Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 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): October 18, 2012 Nortek, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-34967 05-0314991 (Commission File Numb

PART I

EXHIBIT 99.2 PART I ITEM 1A. RISK FACTORS. This section describes the material risks associated with an investment in our common stock or debt securities. Investors should carefully consider each of the risks described below and all of the other information in this report. If any of the following risks occur, our business, prospects, financial condition, results of operation or cash flow could be

PART II

EXHIBIT 99.6 PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Financial statements and supplementary data required by this Item 8 are set forth at the pages indicated in Item 15(a), including exhibits, of Part IV of this report, incorporated herein by reference. PART IV ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (a) Financial Statements. See the index to consolidated financial st

PART II

EXHIBIT 99.5 PART II ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Executive Overview Nortek, Inc. and its wholly-owned subsidiaries is a global, diversified company whose many market-leading brands deliver broad capabilities and a wide array of innovative, technology-driven products and solutions for lifestyle improvement at home and at work. Our fi