<HTML>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=1>Registration No. ____________</font></p>
<P ALIGN=CENTER><FONT SIZE=1>As filed with the Securities and Exchange Commission</font><br>
<FONT SIZE=1>on August 3, 2001</FONT></p>


<P ALIGN=CENTER>SECURITIES AND EXCHANGE COMMISSION<br>
Washington D.C. 20549</P>


<P ALIGN=CENTER><FONT SIZE=4><b>FORM S-8</b></FONT><br>
REGISTRATION STATEMENT UNDER<br>
THE SECURITIES ACT OF 1933</P>


<P ALIGN=CENTER><FONT SIZE=4><b>NORTEK, INC.</b></FONT><br>
(Exact name of issuer as specified in its charter)</P>

<TABLE WIDTH=100%>
<TR>
<TD ALIGN=CENTER WIDTH=50%><u>Delaware</u></TD><TD ALIGN=CENTER><u>05-0314991</u></TD></TR>
<TR>
<TD ALIGN=CENTER WIDTH=50%>(State or other jurisdiction of</TD><TD ALIGN=CENTER>(I.R.S. Employer</TD></TR>
<TR>
<TD ALIGN=CENTER WIDTH=50%>incorporation or organization</TD><TD ALIGN=CENTER>Identification No.)</TD></TR>
</TABLE>

<P ALIGN=CENTER><b>50 Kennedy Plaza, Providence, Rhode Island 02903</b><br>
(Address of Principal Executive Offices) (Zip Code)</P>

<P ALIGN=CENTER><b>NORTEK, INC. 2001 EQUITY AND CASH INCENTIVE PLAN</b><br>
(Full title of the plan)</P>

<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" ALIGN="CENTER" WIDTH="600">

<TR>
        <TD width=35%></td>
        <td width=35% align="right">Copy to:</td>
        <td width=30%></TD></TR>
<TR>
        <TD>Richard L. Bready, Chairman</TD>
        <TD></TD>
        <TD>Kevin W. Donnelly, Esq.</TD></TR>
<TR>
        <TD>Nortek, Inc., 50 Kennedy Plaza</TD>
        <TD></TD>
        <TD>Nortek, Inc., 50 Kennedy Plaza</TD></TR>
<TR>
        <TD>Providence, Rhode Island 02903</TD>
        <TD></TD>
        <TD>Providence, Rhode Island 02903</TD></TR>
</TABLE>


<P ALIGN=CENTER>(Name and address of agent for service)<br>
<u>(401) 751-1600</u></P>
<P ALIGN=CENTER>(Telephone number, including area code, of agent for service)</P>

<P ALIGN=CENTER>CALCULATION OF REGISTRATION FEE</P>

<TABLE align=center cellspacing=1 border=1 cellpadding=0>
<TR bgcolor=ffffffc>
        <TD WIDTH=20% ALIGN=CENTER >Title of Securities to be<BR>Registered</TD>
        <TD WIDTH=20% ALIGN=CENTER>Amount to be<BR>Registered(1)</TD>
        <TD WIDTH=20% ALIGN=CENTER>Proposed Maximum<BR>Offering Price Per<BR>Share(2)</TD>
        <TD WIDTH=20% ALIGN=CENTER>Proposed Maximum<BR>Aggregate Offering<BR>Price</TD>
        <TD WIDTH=20% ALIGN=CENTER>Amount of Registration<BR>Fee</TD></TR>
<tr>
        <TD WIDTH=25% ALIGN=LEFT nowrap>Common Stock, Par Value<BR>$1.00 Per Share (1)</TD>
        <TD ALIGN=CENTER>545,000</TD>
        <TD ALIGN=CENTER>$26.72</TD>
        <TD ALIGN=CENTER>$14,562,400</TD>
        <TD ALIGN=CENTER>$3,641</TD></TR>
</table>


<OL>
        <li>  Persons eligible to receive awards under the Plan being registered hereunder (the "Plan") may receive shares
     of or may receive options to purchase shares of Special Common Stock, par value $1.00 per share, which are
     convertible into Common Stock.  No more than up to 545,000 shares of Common Stock and Special Common Stock in the
     aggregate may be issued under the Plan.  There is also registered  hereunder 545,000  attached Rights to purchase one
     one-hundredth of a share of Series A Participating Preference Stock of the Company which are attached to the Common Stock.

        <li>  Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, on
     the basis of the average of the high and low prices of the Common Stock reported on the New York Stock
     Exchange on July 31, 2001.
</ol>



<P ALIGN=CENTER><FONT SIZE=1>Exhibit Index on Page 7.</font></p>


<P ALIGN=CENTER>Part II</p>

<P ALIGN=CENTER>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>Item 3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Incorporation of Documents by Reference</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nortek, Inc. (the "Company") hereby incorporates the following documents by reference except to the extent any statement or information therein is modified, superseded or replaced by a statement or information contained in this document or in any other subsequently filed document:</p>



<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP">
     <TD WIDTH="5%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">(a)</FONT></FONT></TD>
     <TD WIDTH="95%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"> The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Securities and Exchange Commission (the "Commission") on March 16, 2001;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">(b)</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 filed with the Commission on May 9, 2001;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">(c)</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">The Company's Current Reports on Form 8-K filed with the Commission on January 29, 2001, January 31, 2001, June 6, 2001, June 8, 2001 and June 13, 2001;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">(d)</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"> All other reports filed by the Company with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Company's Annual Report referred to above; and</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">(e)</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">The description of the Company's Common Stock contained in its registration statement on Form 8-A filed with the Commission on April 23, 1981 and the description of the Company's Special Common Stock contained in its registration statement on Form 8-A filed with the Commission on November 25, 1986.</FONT></FONT></TD></TR>
</TABLE>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14
and 15(d) of the  Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.</p>

<p>Item 4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Description of Securities</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<p>Item 5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Interests of Named Experts and Counsel</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of Common Stock (and the attached Rights) and Special Common Stock offered
hereby is being passed upon by Kevin W. Donnelly, Vice President, General Counsel and Secretary of the Company.
Mr. Donnelly owns 38,081 shares of Common Stock (including 33,581 shares subject to exercisable options) and 10
shares of Special Common Stock.</p>

<p>Item 6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Indemnification of Directors and Officers.</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including attorney's fees) actually and reasonably incurred in connection
with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court
in which such action or suit was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such  person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court shall deem proper.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation  a
provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful
stock purchase and redemption) or (iv) for any  transaction from which the director derived an improper personal
benefit.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company's Certificate of Incorporation provides that its directors shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent
that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is
determined.  The Company's By-Laws further provide that Registrant shall indemnify its directors and officers to
the fullest extent permitted by the DGCL.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The directors and officers of the Company are covered under directors' and officers' liability insurance
policies maintained by the Company.</p>

<p>Item 7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Exemption From Registration Claimed</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<p>Item 8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Exhibits</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits marked with an asterisk are filed herewith.  The remainder of the exhibits have heretofore been
filed with the Commission and are incorporated herein by reference:</p>

<p><u>Exhibit Number</u></p>



<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP">
     <TH><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"></FONT></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"></FONT></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="8%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*4.1</FONT></FONT></TD>
     <TD WIDTH="92%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Nortek, Inc. 2001 Equity and Cash Incentive Plan.</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.2</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of June 12, 2001 between the Company and State Street Bank and Trust Company, as Trustee, relating to the 9 7/8% Senior Subordinated Notes due June 15, 2011 (Exhibit 4.1 to Registration Statement No. 333-64130 filed June 29, 2001).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.3</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of March 17, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.25% Series A and Series B Senior Notes due March 15, 2007 (Exhibit 4.2 to Registration Statement No. 333-25505 filed April 18, 1997).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.4</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of August 26, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.125% Series A and B Senior Notes due September 1, 2007. (Exhibit 4.1 to Registration Statement Statement No. 333-36711 filed September 30, 1997).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.5</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of July 31, 1998 between the Company and State Street Bank and Trust Company, as Trustee relating to the 8.875% Series A and B Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration Statement No. 333-64731 filed September 30, 1998).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.6</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Second Amended and Restated Rights Agreement dated as of April 1, 1996 between the Company and State Street Bank and Trust Company, as Rights Agent (Exhibit 1 to Form 8-K filed April 2, 1996).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*5</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Opinion of Kevin W. Donnelly, Esq.</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*23.1</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Consent of Arthur Andersen LLP.</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*23.2</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">24</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Power of Attorney (see page 6 of the Registration Statement).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*99.1</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Form of Stock Option Certificate.</FONT></FONT></TD></TR>
</TABLE>



<p>Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Undertakings</u></p>

<p>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby undertakes:</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement,</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to include any prospectus required by Section 10(a)(3) of the Security Act of 1933, as amended (the "Act"),</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the registration statement;</p>

<p><u>provided</u>, <u>however</u>, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those  paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that, for the purposes of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.</p>

<p>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Company hereby undertakes that, for purposes of determining any liability under the
Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange  Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered  therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.</p>

<p>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Act  may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being  registered, the Company
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.</p>





<p align=center>SIGNATURES</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Providence, Rhode Island on this 3rd day of August, 2001.</p>

<TABLE width=100% CELLSPACING=3>
<TR>
<TD width=60%></TD><TD>NORTEK, INC.</td></tr>
<TR>
<td></td><td>By: <u>/s/ Richard L. Bready</u></td></tr>
<tr><td></td><td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Richard L. Bready</td></tr>
<tr><td></td><td>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the board</td></tr>
</TABLE>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of the Company, hereby severally constitute and appoint
Richard L. Bready, Richard J. Harris and Kevin W. Donnelly, and each of them singly, our true and lawful
attorneys or attorney to execute in our names, in the capacities indicated below, any and all amendments to this
registration statement on Form S-8, and all instruments necessary or incidental in connection therewith, and to
file the same with the Commission.  Each of said attorneys shall have power to act hereunder with or without any
other of said  attorneys,  and shall have full power of substitution and resubstitution.  Each of said attorneys
shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as each of the undersigned might or could do in person, and each of the undersigned
hereby ratifies and approves the acts of said attorneys and each of them.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Act, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.</p>

<TABLE width=100%>
<tr>
<td align=left><u>Name</u></td><td align=left><u>Title</u></td><td align=left><u>Date</u></td></tr>
<tr>
<td align=left><u>/s/Richard L. Bready</u></td><td align=left>Chairman of the Board of</td><td align=left>August 3, 2001</td></tr>
<tr>
<td align=left>Richard L. Bready</td><td align=left>Directors and President</td><td></td></tr>
<tr>
<td></td><td align=left>(Principal Executive</td><td></td></tr>
<tr>
<td></td><td align=left>Officer)</td><td></td></tr>
<tr>
<td align=left><u>/s/Richard J. Harris</u></td><td align=left>Sr. Vice President -</td><td align=left>August 3, 2001</td></tr>
<tr>
<td align=left>Richard J. Harris</td><td align=left>Administration,</td><td></td></tr>
<tr>
<td></td><td align=left>Treasurer (Principal</td><td></td></tr>
<tr>
<td></td><td align=left>Financial Officer) and</td><td></td></tr>
<tr>
<td></td><td align=left>Director</td><td></td></tr>

<tr>
<td align=left><u>/s/Almon C. Hall</u></td><td align=left>Vice President and</td><td align=left>August 3, 2001</td></tr>
<tr>
<td align=left>Almon C. Hall</td><td align=left>Controller (Principal</td><td></td></tr>
<tr>
<td></td><td align=left>Accounting Officer</td><td></td></tr>

<tr>
<td align=left><u>/s/Phillip L. Cohen</u></td><td align=left>Director</td><td align=left>August 3, 2001</td></tr>
<tr>
<td align=left>Phillip L. Cohen</td></tr>
<tr>
<td align=left><u>/s/William I. Kelly</u></td><td align=left>Director</td><td align=left>August 3, 2001</td></tr>
<tr>
<td align=left>William I. Kelly</td></tr>

<tr>
<td align=left><u>/s/J. Peter Lyons</u></td><td align=left>Director</td><td align=left>August 3, 2001</td></tr>
<tr>
<td align=left>J. Peter Lyons</td></tr>
</table>





<p align=center><u>EXHIBIT INDEX</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits marked with an asterisk are filed  herewith.  The remainder of the exhibits have heretofore been
filed with the Commission and are incorporated herein by reference:</p>

<p><u>Exhibit Number</u></p>


<TABLE CELLPADDING="0" CELLSPACING="0" BORDER="0" ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP">
     <TH><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"></FONT></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3"></FONT></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="8%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*4.1</FONT></FONT></TD>
     <TD WIDTH="92%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Nortek, Inc. 2001 Equity and Cash Incentive Plan.</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.2</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of June 12, 2001 between the Company and State Street Bank and Trust Company, as Trustee, relating to the 9 7/8% Senior Subordinated Notes due June 15, 2011 (Exhibit 4.1 to Registration Statement No. 333-64130 filed June 29, 2001).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.3</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of March 17, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.25% Series A and Series B Senior Notes due March 15, 2007 (Exhibit 4.2 to Registration Statement No. 333-25505 filed April 18, 1997).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.4</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of August 26, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.125% Series A and B Senior Notes due September 1, 2007. (Exhibit 4.1 to Registration Statement Statement No. 333-36711 filed September 30, 1997).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.5</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Indenture dated as of July 31, 1998 between the Company and State Street Bank and Trust Company, as Trustee relating to the 8.875% Series A and B Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration Statement No. 333-64731 filed September 30, 1998).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;&nbsp;4.6</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Second Amended and Restated Rights Agreement dated as of April 1, 1996 between the Company and State Street Bank and Trust Company, as Rights Agent (Exhibit 1 to Form 8-K filed April 2, 1996).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*5</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Opinion of Kevin W. Donnelly, Esq.</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*23.1</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Consent of Arthur Andersen LLP.</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*23.2</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">24</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Power of Attorney (see page 6 of the Registration Statement).</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD COLSPAN="2" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">&nbsp;</FONT></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">*99.1</FONT></FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif"><FONT SIZE="3">Form of Stock Option Certificate.</FONT></FONT></TD></TR>
</TABLE>




</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "s8.htm", "description": "S-8", "secsgml_size_bytes": 32860}]
{"company-data": {"conformed-name": "NORTEK INC", "cik": "0000072423", "assigned-sic": "2430", "irs-number": "050314991", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66740", "film-number": "1697634"}, "business-address": {"street1": "50 KENNEDY PLZ", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4017511600"}, "mail-address": {"street1": "50 KENNEDY PLAZA", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}}
Registration No. ____________
As filed with the Securities and Exchange Commission
on August 3, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NORTEK, INC.
(Exact name of issuer as specified in its charter)
Delaware
05-0314991
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization
Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
(Address of Principal Executive Offices) (Zip Code)
NORTEK, INC. 2001 EQUITY AND CASH INCENTIVE PLAN
(Full title of the plan)
Copy to:
Richard L. Bready, Chairman
Kevin W. Donnelly, Esq.
Nortek, Inc., 50 Kennedy Plaza
Nortek, Inc., 50 Kennedy Plaza
Providence, Rhode Island 02903
Providence, Rhode Island 02903
(Name and address of agent for service)
(401) 751-1600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price Per
Share(2)
Proposed Maximum
Aggregate Offering
Price
Amount of Registration
Fee
Common Stock, Par Value
$1.00 Per Share (1)
545,000
$26.72
$14,562,400
$3,641
Persons eligible to receive awards under the Plan being registered hereunder (the "Plan") may receive shares
     of or may receive options to purchase shares of Special Common Stock, par value $1.00 per share, which are
     convertible into Common Stock.  No more than up to 545,000 shares of Common Stock and Special Common Stock in the
     aggregate may be issued under the Plan.  There is also registered  hereunder 545,000  attached Rights to purchase one
     one-hundredth of a share of Series A Participating Preference Stock of the Company which are attached to the Common Stock.
Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, on
     the basis of the average of the high and low prices of the Common Stock reported on the New York Stock
     Exchange on July 31, 2001.
Exhibit Index on Page 7.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
Nortek, Inc. (the "Company") hereby incorporates the following documents by reference except to the extent any statement or information therein is modified, superseded or replaced by a statement or information contained in this document or in any other subsequently filed document:
(a)
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 filed with the Securities and Exchange Commission (the "Commission") on March 16, 2001;
(b)
The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 filed with the Commission on May 9, 2001;
(c)
The Company's Current Reports on Form 8-K filed with the Commission on January 29, 2001, January 31, 2001, June 6, 2001, June 8, 2001 and June 13, 2001;
(d)
All other reports filed by the Company with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year covered by the Company's Annual Report referred to above; and
(e)
The description of the Company's Common Stock contained in its registration statement on Form 8-A filed with the Commission on April 23, 1981 and the description of the Company's Special Common Stock contained in its registration statement on Form 8-A filed with the Commission on November 25, 1986.
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14
and 15(d) of the  Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Item 4.
Description of Securities
Not applicable.
Item 5.
Interests of Named Experts and Counsel
The validity of the shares of Common Stock (and the attached Rights) and Special Common Stock offered
hereby is being passed upon by Kevin W. Donnelly, Vice President, General Counsel and Secretary of the Company.
Mr. Donnelly owns 38,081 shares of Common Stock (including 33,581 shares subject to exercisable options) and 10
shares of Special Common Stock.
Item 6.
Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.  Section 145 further provides that a
corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, against expenses (including attorney's fees) actually and reasonably incurred in connection
with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court
in which such action or suit was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such  person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation  a
provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or
limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful
stock purchase and redemption) or (iv) for any  transaction from which the director derived an improper personal
benefit.
The Company's Certificate of Incorporation provides that its directors shall not be liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent
that exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is
determined.  The Company's By-Laws further provide that Registrant shall indemnify its directors and officers to
the fullest extent permitted by the DGCL.
The directors and officers of the Company are covered under directors' and officers' liability insurance
policies maintained by the Company.
Item 7.
Exemption From Registration Claimed
Not applicable.
Item 8.
Exhibits
Exhibits marked with an asterisk are filed herewith.  The remainder of the exhibits have heretofore been
filed with the Commission and are incorporated herein by reference:
Exhibit Number
*4.1
Nortek, Inc. 2001 Equity and Cash Incentive Plan.
4.2
Indenture dated as of June 12, 2001 between the Company and State Street Bank and Trust Company, as Trustee, relating to the 9 7/8% Senior Subordinated Notes due June 15, 2011 (Exhibit 4.1 to Registration Statement No. 333-64130 filed June 29, 2001).
4.3
Indenture dated as of March 17, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.25% Series A and Series B Senior Notes due March 15, 2007 (Exhibit 4.2 to Registration Statement No. 333-25505 filed April 18, 1997).
4.4
Indenture dated as of August 26, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.125% Series A and B Senior Notes due September 1, 2007. (Exhibit 4.1 to Registration Statement Statement No. 333-36711 filed September 30, 1997).
4.5
Indenture dated as of July 31, 1998 between the Company and State Street Bank and Trust Company, as Trustee relating to the 8.875% Series A and B Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration Statement No. 333-64731 filed September 30, 1998).
4.6
Second Amended and Restated Rights Agreement dated as of April 1, 1996 between the Company and State Street Bank and Trust Company, as Rights Agent (Exhibit 1 to Form 8-K filed April 2, 1996).
*5
Opinion of Kevin W. Donnelly, Esq.
*23.1
Consent of Arthur Andersen LLP.
*23.2
Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).
24
Power of Attorney (see page 6 of the Registration Statement).
*99.1
Form of Stock Option Certificate.
Item 9.
Undertakings
(a)     The Company hereby undertakes:
(1)     to file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement,
(i)     to include any prospectus required by Section 10(a)(3) of the Security Act of 1933, as amended (the "Act"),
(ii)     to reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(iii)     to include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those  paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2)     that, for the purposes of determining any liability under the Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)     to remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(b)     The undersigned Company hereby undertakes that, for purposes of determining any liability under the
Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange  Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered  therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)     Insofar as indemnification for liabilities arising under the Act  may be permitted to directors,
officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being  registered, the Company
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Providence, Rhode Island on this 3rd day of August, 2001.
NORTEK, INC.
By:
/s/ Richard L. Bready
Richard L. Bready
Chairman of the board
We, the undersigned officers and directors of the Company, hereby severally constitute and appoint
Richard L. Bready, Richard J. Harris and Kevin W. Donnelly, and each of them singly, our true and lawful
attorneys or attorney to execute in our names, in the capacities indicated below, any and all amendments to this
registration statement on Form S-8, and all instruments necessary or incidental in connection therewith, and to
file the same with the Commission.  Each of said attorneys shall have power to act hereunder with or without any
other of said  attorneys,  and shall have full power of substitution and resubstitution.  Each of said attorneys
shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as each of the undersigned might or could do in person, and each of the undersigned
hereby ratifies and approves the acts of said attorneys and each of them.
Pursuant to the requirements of the Act, this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
Name
Title
Date
/s/Richard L. Bready
Chairman of the Board of
August 3, 2001
Richard L. Bready
Directors and President
(Principal Executive
Officer)
/s/Richard J. Harris
Sr. Vice President -
August 3, 2001
Richard J. Harris
Administration,
Treasurer (Principal
Financial Officer) and
Director
/s/Almon C. Hall
Vice President and
August 3, 2001
Almon C. Hall
Controller (Principal
Accounting Officer
/s/Phillip L. Cohen
Director
August 3, 2001
Phillip L. Cohen
/s/William I. Kelly
Director
August 3, 2001
William I. Kelly
/s/J. Peter Lyons
Director
August 3, 2001
J. Peter Lyons
EXHIBIT INDEX
Exhibits marked with an asterisk are filed  herewith.  The remainder of the exhibits have heretofore been
filed with the Commission and are incorporated herein by reference:
Exhibit Number
*4.1
Nortek, Inc. 2001 Equity and Cash Incentive Plan.
4.2
Indenture dated as of June 12, 2001 between the Company and State Street Bank and Trust Company, as Trustee, relating to the 9 7/8% Senior Subordinated Notes due June 15, 2011 (Exhibit 4.1 to Registration Statement No. 333-64130 filed June 29, 2001).
4.3
Indenture dated as of March 17, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.25% Series A and Series B Senior Notes due March 15, 2007 (Exhibit 4.2 to Registration Statement No. 333-25505 filed April 18, 1997).
4.4
Indenture dated as of August 26, 1997 between the Company and State Street Bank and Trust Company, as Trustee relating to the 9.125% Series A and B Senior Notes due September 1, 2007. (Exhibit 4.1 to Registration Statement Statement No. 333-36711 filed September 30, 1997).
4.5
Indenture dated as of July 31, 1998 between the Company and State Street Bank and Trust Company, as Trustee relating to the 8.875% Series A and B Senior Notes due August 1, 2008 (Exhibit 4.1 to Registration Statement No. 333-64731 filed September 30, 1998).
4.6
Second Amended and Restated Rights Agreement dated as of April 1, 1996 between the Company and State Street Bank and Trust Company, as Rights Agent (Exhibit 1 to Form 8-K filed April 2, 1996).
*5
Opinion of Kevin W. Donnelly, Esq.
*23.1
Consent of Arthur Andersen LLP.
*23.2
Consent of Kevin W. Donnelly, Esq. (contained in Exhibit 5).
24
Power of Attorney (see page 6 of the Registration Statement).
*99.1
Form of Stock Option Certificate.