<PAGE> 1
THIS IS A CONFIRMING ELECTRONIC FILING OF A PAPER FILING ON FORM S-8
FILED WITH THE COMMISSION ON DECEMBER 29, 1993
As filed with the Securities and Exchange Commission on December 29, 1993
Sequential Page 1 of 27. Exhibit Index located at Sequential Page 7.
REGISTRATION NO.
33-73522
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
NORDSON CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio 34-0590250
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
28601 Clemens Road, Westlake, Ohio 44145
(Address of principal executive offices)
SLAUTTERBACK CORPORATION 401(K) PROFIT SHARING PLAN
(Full title of plan)
__________________________
THOMPSON, HINE AND FLORY
1100 National City Bank Building
Cleveland, Ohio 44114
ATTENTION: James R. Carlson
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 216/566-5500
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Proposed maximum Proposed maximum
Title of securities Number of shares offering price aggregate Amount of
to be registered* to be registered per share** offering price** registration fee**
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 15,000 $49.875 $748,125.00 $233.79
===============================================================================================================
<FN>
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan.
** Based on the average of the high and low prices of Nordson Corporation
Common Shares as reported by NASDAQ National Market System as of December
21, 1993.
</TABLE>
<PAGE> 2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are on file with the Securities
and Exchange Commission (the "SEC"), are incorporated herein by reference: the
Nordson Corporation (the "Corporation") Annual Report on Form 10-K for the
fiscal year ended November 1, 1992, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"); the Corporation's
quarterly reports on Forms 10-Q for the quarters ended January 31, 1993, May 2,
1993, and August 1, 1993, filed with the SEC pursuant to Section 13(a) of the
1934 Act; and all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act until the termination of
the offering of shares registered hereby.
Item 4. DESCRIPTION OF SECURITIES:
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Registrant's Regulations provides that the
Registrant will, to the full extent authorized or permitted by the Ohio General
Corporation Law, indemnify any person made or threatened to be made a party to
a suit or proceeding by reason of the fact that he is or was a Director,
officer, or employee of the Registrant.
Section 1701.13(E) of the Ohio General Corporation Law provides
that a corporation may indemnify a Director, officer, or employee of the
corporation against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation and, with respect to a criminal proceeding, had no reason to
believe his conduct was unlawful. With respect to a derivative action, no
indemnification may be made if the sole liability asserted against a director
is pursuant to provisions of the Ohio General Corporation Law prohibiting
certain corporate distributions or if the Director, officer, or employee is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, except to the extent approved by a court.
2
<PAGE> 3
The Registrant maintains liability insurance for all of its
Directors and officers ("D&O insurance"). This D&O insurance also insures the
Registrant against amounts payable to indemnify Directors and officers, subject
to policy limits and retention amounts. The Registrant also has entered into
Indemnity Agreements with each of its Directors and officers (the full text of
the form of which has been filed as an exhibit to the Annual Report of the
Registrant on Form 10-K for the fiscal year ended November 3, 1991) which (a)
provide Directors and officers with the indemnification to which they are now
entitled notwithstanding any repeal or amendment of Article V of the
Registrant's Regulations; (b) obligate the Registrant to use its best efforts
to maintain D&O insurance no less favorable than its current D&O insurance; (c)
assure the Directors and officers of indemnification directly from the
Registrant that would be essentially coextensive with that provided by the
Registrant's current D&O insurance, should that insurance become unavailable or
less comprehensive in the future; and (d) provide further assurance to the
Directors and officers that their expenses will be reimbursed as they are
incurred.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
The Exhibits to the Registration Statement are listed in the
Exhibit Index on page 6 of this Registration Statement.
Item 9. UNDERTAKINGS
A. The undersigned Registrant 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 Securities Act of 1933; (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
3
<PAGE> 4
the information set forth in the 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 clauses (i)
and (ii) do not apply if the Registration
Statement is on Form S-3 or Form S-8, and the
information required to be included in a
post-effective amendment by those clauses is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
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 Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934
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 Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as
4
<PAGE> 5
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
Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant 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 Registrant 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, the
Registrant 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 Westlake, State of Ohio, on December 22, 1993.
NORDSON CORPORATION
By: /s/ Thomas L. Moorhead
--------------------------------
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----
<S> <C>
Officers and Directors of Nordson Corporation:
WILLIAM P. MADAR, President, Chief Executive Officer, and Director
(Principal Executive Officer); NICHOLAS D. PELLECCHIA, Vice President-
Finance and Treasurer (Principal Financial and Principal Accounting
Officer); ERIC T. NORD, Chairman of the Board and Director; December 22, 1993
DR. GLENN R. BROWN, Director; WILLIAM W. COLVILLE, Director;
WILLIAM D. GINN, Director and Secretary; STEPHEN R. HARDIS, Director;
DR. JACOB O. KAMM, Director; DR. ANNE O. KRUEGER, Director; EVAN W.
NORD, Director.
</TABLE>
The undersigned, by signing his name hereto, executes this Form
S-8 Registration Statement pursuant to Powers of Attorney executed by the
above-named officers and Directors of the Registrant and filed with the
Securities and Exchange Commission.
Date: December 22, 1993 By: /s/ Thomas L. Moorhead
-------------------------
5
<PAGE> 6
Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Westlake,
and State of Ohio, on December 23, 1993.
SLAUTTERBACK CORPORATION
401(k) PROFIT SHARING PLAN
By: /s/ William Slezak
-------------------------
6
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<TABLE>
<CAPTION>
NORDSON CORPORATION
INDEX TO EXHIBITS
REGULATION S-K SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
------- ----------- --------
<S> <C> <C>
3-a 1989 Amended Articles of Incorporation of Nordson N/A
Corporation (incorporated herein by reference to Exhibit 3-a
to the Corporation's Annual Report on Form 10-K for the year
ended October 29, 1989).
3-b Amendment to 1984 Regulations, adopted February 22, 1989, N/A
and 1984 Amended Regulations, as amended (incorporated
herein by reference to Exhibit 3-b to the Corporation's
Annual Report on Form 10-K for the year ended October 29,
1989).
4-a Rights Agreement between Nordson Corporation and Ameritrust N/A
Company National Association (incorporated herein by
reference to Exhibit I to the Corporation's Form 8-A
Registration Statement filed with the Securities and
Exchange Commission on September 8, 1988).
5-a Opinion of Thompson, Hine and Flory, as to the legality of 8
Common Shares being registered.
5-b Opinion of Thompson, Hine and Flory as to compliance of the 11
Plan with the provisions of the ERISA.
24-a Consent of Independent Auditors. 14
24-b Consent of Thompson, Hine and Flory set forth in their N/A
opinions referenced as Exhibits 5(a) and 5(b).
25-a Powers of attorney pursuant to which certain officers and 16
Directors have signed this Form S-8 Registration Statement.
</TABLE>
7
<PAGE> 1
EXHIBIT 5-a
<PAGE> 2
AKRON, OHIO THOMPSON, HINE AND FLORY (216) 566-5500
BRUSSELS, BELGIUM ATTORNEYS AT LAW FAX (216) 566-5583
CINCINNATI, OHIO 1100 NATIONAL CITY BANK BUILDING TELEX 980217
COLUMBUS, OHIO 629 EUCLID AVENUE
DAYTON, OHIO CLEVELAND, OHIO 44114-3070
LANDOVER, MARYLAND WRITER'S DIRECT
PALM BEACH, FLORIDA DIAL NUMBER
WASHINGTON, D.C.
December 27, 1993
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145
Gentlemen:
In connection with the filing by Nordson Corporation
(the "Corporation") with the Securities and Exchange Commission (the
"Commission") under the provisions of the Securities Act of 1933, as amended,
of a Form S-8 Registration Statement (the "Registration Statement") with
respect to the Common Shares, without par value, of the Corporation (the
"Common Shares") issuable in connection with the Slautterback Corporation
401(k) Profit Sharing Plan (the "Plan"), we have examined the following:
1. The Amended Articles of Incorporation and the Code
of Regulations of the Corporation, as presently in effect.
2. Such records of corporate proceedings and such
other documents as we deemed it necessary to examine as a basis for the
opinions hereinafter expressed.
3. The form of the Registration Statement to be filed
with the Commission.
4. Copies of the Plan and the records of the
proceedings of the Board of Directors of the Corporation relating to
the adoption thereof.
Based upon the foregoing and legal matters which we
deem relevant, we are of the opinion that:
(a) The Corporation is a corporation duly organized
and validly existing under the laws of the State of Ohio.
<PAGE> 3
(b) The Common Shares, when purchased and paid for in
the manner contemplated by the Registration Statement and the Plan,
will be validly issued, fully paid, and non-assessable.
This opinion is for use in connection with the filing
of the Registration Statement and may be relied upon by you and by the
Commission in connection therewith. It may not be relied upon by you or by the
Commission for any other purpose, or by any other individual or organization
for any purpose, without our prior written consent.
We consent to the filing of this opinion with the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Thompson, Hine and Flory
<PAGE> 1
EXHIBIT 5-b
<PAGE> 2
AKRON, OHIO THOMPSON, HINE AND FLORY (216) 566-5500
BRUSSELS, BELGIUM ATTORNEYS AT LAW FAX (216) 566-5583
CINCINNATI, OHIO 1100 NATIONAL CITY BANK BUILDING TELEX 980217
COLUMBUS, OHIO 629 EUCLID AVENUE
DAYTON, OHIO CLEVELAND, OHIO 44114-3070
LANDOVER, MARYLAND WRITER'S DIRECT
PALM BEACH, FLORIDA DIAL NUMBER
WASHINGTON, D.C.
December 27, 1993
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145
Gentlemen:
In connection with the filing by Nordson Corporation
(the "Corporation") with the Securities and Exchange Commission (the
"Commission") under the provisions of the Securities Act of 1933, as amended,
of a Form S-8 Registration Statement with respect to participants in the
Slautterback Corporation 401(k) Profit Sharing Plan (the "Plan") and the Common
Shares, without par value, of the Corporation (the "Shares") issuable in
connection with the Plan, we have examined the following:
1. The Amended Articles of Incorporation and the Code
of Regulations of the Corporation, as presently in effect.
2. Such records of corporate proceedings and such
other documents as we deemed it necessary to examine as a basis for the
opinions hereinafter expressed.
3. The form of the Registration Statement filed with
the Securities and Exchange Commission.
4. Copies of the Plan and the records of the
proceedings of the Board of Directors of the Corporation relating to
the adoption thereof.
Based upon the foregoing and legal matters which we
deem relevant, we are of the opinion that the provisions of the documents that
comprise the form of the Plan are in substantial compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as
amended, that pertain to such provisions.
<PAGE> 3
Since the Department of Treasury continues to issue
regulations with respect to Section 401 through 417 of the Code, which Sections
generally govern the tax qualification of retirement plans, the foregoing
opinion is subject to the issuance of such regulations. This opinion does not
extend to matters of operation or administration of the Plan that would not be
within the scope of any future determination letter and that could adversely
affect the qualification of the Plan.
We consent to the filing of this opinion with the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ Thompson, Hine and Flory
<PAGE> 1
EXHIBIT 24-a
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related prospectus pertaining to the Slautterback Corporation 401(k)
Profit Sharing Plan of our reports dated December 8, 1992 and January 28, 1993,
with respect to the consolidated financial statements of Nordson Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
November 1, 1992 and the related financial statement schedules included
therein, respectively, filed with the Securities and Exchange Commission.
ERNST & YOUNG
Cleveland, Ohio
December 23, 1993
<PAGE> 1
EXHIBIT 25-a
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned Directors of Nordson
Corporation, an Ohio corporation, which proposes to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement, on Form S-8, with
respect to the Common Shares of the Corporation to be issued pursuant to the
Slautterback Corporation 401(k) Profit Sharing Plan, hereby constitutes and
appoints William P. Madar, Thomas L. Moorhead, Nicholas D. Pellecchia, James
R. Carlson, and Thomas L. Aldrich, and each of them, as his or her attorney,
with full power of substitution, for and in his or her name, place, and stead,
to sign and file the proposed Registration Statement and any and all amendments
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration, with full power and authority to do and perform any and
all acts and thing whatsoever requisite and necessary to be done in the
premises, hereby ratifying and approving the acts of such attorney or any such
substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 22nd day of December, 1993.
<TABLE>
<S> <C>
/s/ Glenn R. Brown /s/ Anne O. Kruger
- ------------------------------- ------------------------------
Dr. Glenn R. Brown Dr. Anne O. Krueger
/s/ William W. Colville /s/ William P. Madar
- ------------------------------- ------------------------------
William W. Colville William P. Madar
/s/ William D. Ginn /s/ Eric T. Nord
- ------------------------------- ------------------------------
William D. Ginn Eric T. Nord
/s/ Stephen R. Hardis /s/ Evan W. Nord
- ------------------------------- ------------------------------
Stephen R. Hardis Evan W. Nord
/s/ Jacob O. Kamm
- -------------------------------
Dr. Jacob O. Kamm
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
The undersigned President and Chief Executive Officer
(Principal Executive Officer) and a Director of Nordson Corporation, an Ohio
corporation, which proposes to file with the Securities and Exchange
Commission, Washington, D.C., under the provisions of the Securities Act of
1933, as amended, a Registration Statement, on Form S-8, with respect to the
Common Shares of the Corporation to be issued pursuant to the Slautterback
Corporation 401(k) Profit Sharing Plan, hereby constitutes and appoints Thomas
L. Moorhead, Nicholas D. Pellecchia, James R. Carlson, and Thomas L. Aldrich,
and each of them, as his attorney, with full power of substitution and
resubstitution, for and in his name, place, and stead, to sign and file the
proposed Registration Statement and any and all amendments and exhibits
thereto, and any and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to such securities or such
registration, with full power and authority to do and perform any and all acts
and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such
substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 17th day of December, 1993.
/s/ William P. Madar
----------------------------
William P. Madar
Principal Executive Officer
<PAGE> 4
POWER OF ATTORNEY
The undersigned Vice President-Finance and Treasurer
(Principal Financial Officer and Principal Accounting Officer) of Nordson
Corporation, an Ohio corporation, which proposes to file with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, a Registration Statement, on Form S-8, with
respect to the Common Shares of the Corporation to be issued pursuant to the
Slautterback Corporation 401(k) Profit Sharing Plan, hereby constitutes and
appoints William P. Madar, Thomas L. Moorhead, Nicholas D. Pellecchia, James R.
Carlson, and Thomas L. Aldrich, and each of them, as his attorney, with full
power of substitution and resubstitution, for and in his name, place, and
stead, to sign and file the proposed Registration Statement and any and all
amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission pertaining to
such securities or such registration, with full power and authority to do and
perform any and all acts and things whatsoever requisite and necessary to be
done in the premises, hereby ratifying and approving the acts of such attorney
or any such substitute.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand this 22nd day of December, 1993.
/s/ Nicholas D. Pellecchia
--------------------------------------
Nicholas D. Pellecchia
Principal Financial Officer
Principal Accounting Officer
