<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the five months ended May 31, 1994 (date of Plan termination)
1988 EMPLOYEES STOCK PURCHASE PLAN
----------------------------------
(Full title of the Plan)
NORDSON CORPORATION
--------------------------------------------------------
(Name of issuer of securities held pursuant to the Plan)
28601 Clemens Road
Westlake, Ohio 44145
---------------------------------------
(Address of principal executive office)
<PAGE>
Item 1. Change in the Plan.
In accordance with the Plan documents, effective May 31, 1994,
the Plan was terminated. There were no material changes in the provisions of
the Plan prior to termination.
Item 2. Changes in investment policy.
No material changes were made prior to termination of the Plan with
respect to the kind of securities and other investments in which funds held
under the Plan were invested.
Item 3. Contributions under the Plan.
No contributions were made under the Plan by the issuer.
Item 4. Participating employees.
The Plan does not allow for any agreements to be entered into after
April 30, 1994 and provides for the Plan to terminate when no further
agreements may be entered into and no agreements are outstanding. There were
no agreements outstanding under the Plan and no employees who were
participants in the Plan on May 31, 1994. The Plan has been terminated.
Item 5. Administration of the Plan.
(a) The Plan was administered by the following persons, in their
capacity as members of the Compensation Committee of the Board of Directors
of the issuer:
Name and Address Position with Issuer
---------------- --------------------
Eric T. Nord Director & Chairman of the Board
23 Hawthorne Avenue
Oberlin, Ohio 44074
William W. Colville Director
Owens Corning Fiberglas
Fiberglas Tower
Toledo, Ohio 43659
Stephen R. Hardis Director
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114
Dr. Anne O. Krueger Director
Department of Economics
Stanford University
Stanford, CA 94305-6072
(b) Members of the Compensation Committee received no compensation
from the Plan.
<PAGE>
Item 6. Custodian of investments.
(a) Society National Bank, 127 Public Square, Cleveland, Ohio
44115 was custodian for amounts contributed by employees under the Plan.
(b) No compensation was received from the Plan by Society National
Bank or any other persons.
(c) The officers and employees of Society National Bank who were
responsible for custody of the securities and other investments under the
Plan are covered by a Financial Institutions Bond and has limits of
$40,000,000 per occurrence with an $80,000,000 policy aggregate, subject to
a $5,000,000 deductible.
Item 7. Reports to participating employees.
Each participant in the Plan that had amounts withheld from their
wages received annual statements from Society National Bank reporting the
transactions of that participant's account during the preceding year and the
status of the account at the end of such year. In addition, each participant
in the Plan received, on an annual basis, a copy of the Registrant's Annual
Report to Shareholders.
Item 8. Investment of funds.
Society National Bank, the Trustee of the Plan, was investing the
assets in Money Market Funds. No brokerage commissions were paid by the
Plan.
Item 9. Financial statements and exhibits.
(a) Financial statements Page No.
Report of Independent Auditors F-1
Statement of Financial Condition - December 31, 1993 F-2
Statement of Income and Changes in Participants' Equity
for five months ended May 31, 1994 (date of Plan term-
ination) and the years ended December 31, 1993 and 1992 F-3
Notes to financial statements F-4 & F-5
Schedules I, II and III have been omitted since the required
information is included in the financial statements, including the notes
thereto, or is not present, or not present in amounts sufficient to require
submission of the schedule.
(b) Exhibits
Consent of Independent Auditors
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
By /s/ Nicholas D. Pellecchia
Nicholas D. Pellecchia
Vice President-Finance and Treasurer
Nordson Corporation
Date: August 25, 1994
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Compensation Committee and Participants
Nordson Corporation 1988 Employees Stock Purchase Plan
We have audited the accompanying statement of financial condition
of the Nordson Corporation 1988 Employees Stock Purchase Plan as of December
31, 1993 and the related statement of income and changes in participants'
equity for the five months ended May 31, 1994 (date of Plan termination) and
each of the two years in the period ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Nordson
Corporation 1988 Employees Stock Purchase Plan at December 31, 1993 and the
results of its operations and changes in its participants' equity for the
five months ended May 31, 1994 (date of Plan termination) and each of the two
years in the period ended December 31, 1993 in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
August 25, 1994
F-1
<PAGE>
<TABLE>
NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
<CAPTION>
ASSETS 1993
--------
<S> <C>
Cash equivalents $157,140
========
PARTICIPANTS' EQUITY
Participants' equity $157,140
========
<FN>
See accompanying notes.
</TABLE>
F-2
<PAGE>
<TABLE>
NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PARTICIPANTS' EQUITY
FOR THE FIVE MONTHS ENDED MAY 31, 1994 (DATE OF PLAN TERMINATION)
AND THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<CAPTION>
1994 1993 1992
---------- ---------- ------------
<S> <C> <C> <C>
Net income from investments $ 2,884 $ 3,098 $ 3,070
Employee contributions 2,022,886 2,081,811 1,776,013
Employee stock purchases (Note 1) (2,081,718) (1,998,248) (1,638,890)
Employee withdrawals (101,192) (87,514) (105,883)
---------- ---------- ----------
Increase (decrease) in
participants' equity (157,140) (853) 34,310
Participants' equity at the
beginning of the period 157,140 157,993 123,683
---------- ---------- ----------
Participants' equity at the end
of the period $ - $ 157,140 $ 157,993
========== ========== ==========
<FN>
See accompanying notes.
</TABLE>
F-3
<PAGE>
NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1994
1. PROVISIONS OF THE PLAN.
The following description of the 1988 Employees Stock Purchase Plan
(the Plan) provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
The Plan authorized the sale of up to 1,200,000 common shares. As
of May 31, 1994, there were no common shares available to be sold under this
Plan.
The shares were purchased at certain times by eligible employees
who entered into an agreement with the Registrant. The purchase price for
the common shares offered under the Plan was 95% of the fair market value of
the common shares at the date of purchase (May 1 of each year). Under the
terms of the Plan, no agreements may be entered into after April 30, 1994.
The Plan was intended to provide eligible employees with an opportunity to
designate up to 15% of their gross earnings from the Registrant for the
purchase of common shares either through payroll deductions, by lump sum
payments, transfers to the Registrant by the employee of common shares having
a current market value equal to the purchase price, or by a combination of
these methods. As of May 1, 1994, 1993 and 1992, 38,093, 53,244 and 34,416
common shares, respectively, were purchased under the Plan.
The Plan did not allow for any agreements to be entered into after
April 30, 1994 and provided for the Plan to terminate when no further
agreements may be entered into and no agreements are outstanding. There were
no outstanding agreements as of May 31, 1994; therefore, the Plan has been
terminated.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Method of accounting - Plan transactions were accounted for on the
accrual method.
F-4
<PAGE>
NORDSON CORPORATION
1988 EMPLOYEES STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1994
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.).
Income tax status - The Plan was not required to file income tax
returns or pay income taxes. The Plan met the requirements of an "employee
stock purchase plan," as defined in Section 423 of the Internal Revenue Code.
Under Section 423, a participating employee recognized no income, and the
Registrant was entitled to no deduction, for federal income tax purposes when
the employee entered into an agreement or when the participant completed
payment for and received common shares under the Plan. Interest earned on
the participants' contributions through payroll deductions were credited to
each participants' stock purchase account and was taxable to each participant
in the year earned.
Investments - The investments of the Plan were carried at market
value which equals cost.
3. OTHER.
All costs and expense incurred in administering the Plan, including
fees of the trustee, were paid by the Registrant.
4. EMPLOYEE WITHDRAWALS.
Employee withdrawals represent refunds of participants' contri-
butions to the Plan for those employees who have either elected voluntarily
to end their participation in the Plan, have retired or have terminated their
employment from the Registrant.
F-5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20452) pertaining to the Nordson Corporation 1988
Employees Stock Purchase Plan and in the related prospectus of our report
dated August 25, 1994, with respect to the financial statements of the
Nordson Corporation 1988 Employees Stock Purchase Plan included in the Annual
Report (Form 11-K) for the five months ended May 31, 1994 (date of Plan
termination).
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
August 25, 1994
