<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 INTERNATIONAL 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. Changes 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 policies.
None.
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.
Each participant in the Plan that had amounts withheld from their
wages, also had an account set up in their own name at each participating
local subsidiary.
Item 7. Reports to participating employees.
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.
None.
Item 9. Financial statements and exhibits.
(a) Financial statements
Report of Independent Auditors F-1
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 F-2
Notes to financial statement F-3 & F-4
Schedules I, II and III have been omitted since the required
information is included in the financial statement, 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 INTERNATIONAL 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 International Employees Stock Purchase Plan
We have audited the accompanying statement of income and changes in
participants' equity of the Nordson Corporation 1988 International Employees
Stock Purchase Plan 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.
This statement of income and changes in participants' equity is the
responsibility of the Plan's management. Our responsibility is to express an
opinion on the statement of income and changes in participants' equity 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 statement of income and changes in
participants' equity referred to above presents fairly, in all material
respects, the results of operations and changes in participants' equity of
the Nordson Corporation 1988 International Employees Stock Purchase Plan 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 INTERNATIONAL 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>
Participants' equity at the
beginning of the period $ - $ - $ -
Employee contributions 6,105,226 1,757,929 5,262,356
Employee stock purchases
(Note 1) (6,105,226) (1,757,929) (5,262,356)
---------- ---------- ----------
Participants' equity at
the end of the period $ - $ - $ -
========== ========== ==========
FN>
See accompanying notes.
</TABLE>
F-2
<PAGE>
NORDSON CORPORATION
1988 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENT
MAY 31, 1994
1. PROVISIONS OF THE PLAN
The following description of the 1988 International 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 600,000 common shares. As of
May 31, 1994, there were no common shares available to be sold under the
Plan.
The shares were purchased at certain times by eligible foreign
employees at specifically designated locations of Nordson Corporation's ("the
Registrant") subsidiaries who entered into an agreement with the Registrant.
The agreements were entered into as of May 1, 1990 and May 1, 1992, except
employees who became eligible to participate as of any intervening May 1 or
November 1 were eligible to enter into an agreement as of such date. The
term of all outstanding agreements ended as of May 1, 1992 or May 1, 1994,
respectively. No agreements could be entered into when no more common shares
were available to be offered and sold under this Plan, or after April 30,
1994. As of May 31, 1994, no common shares were available to be sold under
this Plan.
The purchase price of the shares under the Plan was the lesser of: (a) 85%
of the fair market value of the common shares at the date of the agreement
(fair market value at May 1, 1992 was $50.13, at November 1, 1992 was $46.63,
at May 1, 1993 was $39.50, at November 1, 1993 was $53.38, and at May 1, 1994
was $57.50), or (b) 85% of the fair market value at date of purchase (May 1
each year during the agreement period). The Plan was intended to provide all
eligible employees with an opportunity to designate up to 15% of their
previous year gross earnings or, if the employee did not receive compensation
during all twelve months of the previous year, their current annualized pay
from the Registrant's subsidiary for the purchase of common shares.
Employees who became eligible to participate in the Plan as of any November
1st were limited until the next May 1st to 7.5% of base compensation. The
purchase of common shares was made through payroll deductions, lump sum
payments, transfers to the Registrant by the participating employee of common
shares having a current market value equal to the purchase price, or by a
combination of these methods. Pursuant to agreements made in May 1992
through November 1993, 145,363 and 53,306 common shares were purchased on May
1, 1994 and 1993, respectively. Pursuant to agreements made in May 1990
through November 1991, 263,706 common shares were purchased on May 1, 1992.
F-3
<PAGE>
NORDSON CORPORATION
1988 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENT
MAY 31, 1994
1. PROVISIONS OF THE PLAN (Cont'd.).
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.
Income tax status - The Plan was not required to file income tax
returns or pay income taxes. The Plan was not intended to qualify under the
Internal Revenue Code, and the income tax consequences for the Registrant and
for participants in the Plan depended on the tax laws of the countries in
which the various participants reside.
Payroll deduction deposits - Employee payroll deductions were
deposited into separate accounts in the employee's name by the various
subsidiaries. The amounts designated by the employees for purchases of
shares under the Plan were then transferred to the Plan administrator as of
May 1st of each year.
3. OTHER
All costs and expenses incurred in administering the Plan were paid
by the Registrant.
F-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20451) pertaining to the Nordson Corporation 1988
International 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 International 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
