NORTEK INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-08-31: Form 8-K; Period of report 2016-08-31; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2016-08-08: Form 8-K; Period of report 2016-08-08; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2016-07-06: Form 8-K; Period of report 2016-07-05; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.01.
- 2016-06-07: Form 8-K; Period of report 2016-06-07; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-08-31 | 8-K | 2016-08-31 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 On August 25, 2016 the Company submitted prepayment and termination notices for its senior secured term loan with certain lenders and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the “Term Facility”) and its asset-based revolving credit agreement with certain lenders and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Facility”). 2.01 The Offer and withdrawal rights expired at 2:00 a.m. 3.01 On the Closing Date, in connection with the consummation of the Merger, the Company notified the NASDAQ that the Merger had been consummated, and requested that the trading of Shares on the NASDAQ be suspended prior to market open on the Closing Date and that the listing of the Shares on the NASDAQ be withdrawn. 3.03 The information disclosed under Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on the Closing Date, a change in control of the Company occurred, and the Company now is an indirect wholly owned subsidiary of Melrose. 5.02 At the Effective Time, each of the directors of the Company immediately prior to the Effective Time voluntarily resigned from the Board of Directors of the Company and the directors of Purchaser became the directors of the surviving corporation. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. 8.01 On the Closing Date, the Company issued a press release relating to the expiration of the Offer and the consummation of the Merger. | a16-17752_18k.htm |
| 2016-08-08 | 8-K | 2016-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2016, Nortek, Inc. (the “Company”) publicly announced its results of operations for its fiscal quarter ended July 2, 2016. | nortekq22016_8-k.htm |
| 2016-07-06 | 8-K | 2016-07-05 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.02 On July 5, 2016 the compensation committee and the board of directors of the Company approved an amendment (the "Amendment") to that certain employment agreement with Michael J. Clarke, the Company's President and Chief Executive Officer, dated December 16, 2011 (the "Employment Agreement"). 5.03 On July 5, 2016, the board of directors of the Company determined that it was in the best interests of the Company and its stockholders to amend the Amended and Restated By-laws of the Company (the "Bylaws") and by resolution authorized, approved and adopted an amendment to the Bylaws (the "Bylaw Amendment"). 7.01 On July 6, 2016, the Company issued a press release, which is posted on its web site, announcing the execution of the Merger Agreement described above. | a2229121z8-k.htm |
| 2016-06-07 | 8-K | 2016-06-07 | 8.01 Other Events | 8.01 As previously reported, as part of its routine internal audit activities, Nortek, Inc. (the “Company”) discovered certain questionable payments, gifts and payment practices, and other expenses at the Company’s subsidiary, Linear Electronics (Shenzhen) Co. Ltd. (“Linear China”), which were inconsistent with the Company’s policies and raised concerns under the U.S. Foreign Corrupt Practices Act (“FCPA”). | ntknpa8-k.htm |
| 2016-05-12 | 8-K | 2016-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2016, Nortek, Inc. (the “Company”) publicly announced its results of operations for its fiscal quarter ended April 2, 2016. | ntkq12016_8-k.htm |
| 2016-05-12 | 8-K | 2016-05-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 The information contained in Item 2.03 is hereby incorporated by reference into this Item 1.01. 2.03 On May 9, 2016, Nortek, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its asset-based revolving credit agreement with Bank of America, N.A., as administrative agent, certain lenders and certain of the Company’s subsidiaries, as previously amended (the “ABL Facility”). | ntk2016abl_8-k.htm |
| 2016-05-03 | 8-K | 2016-05-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Nortek, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 3, 2016. | nortek2016annualmeeting8-k.htm |
| 2016-03-01 | 8-K | 2016-02-29 | 2.02 Results of Operations and Financial Condition | ntkq420158-k.htm | |
| 2016-02-24 | 8-K | 2016-02-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 23, 2016, Nortek, Inc. (the “Company”) determined that Michael J. Clarke, President and Chief Executive Officer, will act as the Company’s principal financial officer on an interim basis, until such time as the Company completes its search for and hires a new Chief Financial Officer. | interimcfo8-k.htm |