8-K 1 b44269nte8vk.txt NORTEK, INC. 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): September 16, 2002 NORTEK, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-6112 05-0314991 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 50 Kennedy Plaza Providence, Rhode Island 02903-2360 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (401) 751-1600 Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. OTHER EVENTS. On September 16, 2002, Nortek, Inc., a Delaware corporation (the "Company"), Nortek Holdings, Inc., a wholly-owned subsidiary of the Company, and K Holdings, Inc., an affiliate of Kelso & Company, L.P., entered into Amendment No. 1 to the Agreement and Plan of Recapitalization previously entered into by the above-referenced parties on June 20, 2002 (the "Recapitalization Agreement"). The amendment relates principally to the ownership structure and the nomination and election of the board of directors of the Company following the recapitalization. The Recapitalization Agreement was filed by the Company with the Securities and Exchange Commission (the "Commission") as Exhibit 2 to the Current Report on Form 8-K dated June 20, 2002, as filed with the Commission on June 24, 2002, and is incorporated herein by reference. Amendment No. 1 to the Recapitalization Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. Item 7. EXHIBITS Amendment No. 1 to Agreement and Plan of Recapitalization, dated as of September 16, 2002, by and between the Company, Nortek Holdings, Inc. and K Holdings, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 16, 2002 NORTEK, INC. By: /s/ KEVIN W. DONNELLY ----------------------------------- Kevin W. Donnelly Vice President and Secretary