<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---- EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended October 30, 1994
-------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 0-7977
---------
NORDSON CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0590250
- ------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
28601 Clemens Road, Westlake, Ohio 44145 (216) 892-1580
- ----------------------------------------- ------------------
(Address of principal executive offices) (Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
Common Shares with no par value
-------------------------------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
-----
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
$831,514,000 AS OF DECEMBER 31, 1994
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date. 18,409,821 COMMON SHARES
AS OF DECEMBER 31, 1994
Documents incorporated by reference: list the following documents if
incorporated by reference and the part of the Form 10-K into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933.
Portions of the 1994 Annual Report - Parts I, II and IV
-------------------------------------------------------
Portions of the Proxy Statement for the 1995 Annual Meeting - Part III
----------------------------------------------------------------------
1
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PART I
------
Item 1. Business.
- ------ --------
GENERAL DEVELOPMENT OF BUSINESS
-------------------------------
General Description of Business
- -------------------------------
Founded in 1954, Nordson Corporation is a multi-national company that
designs, manufactures and markets systems that apply adhesives, sealants and
liquid and powder coatings to consumer and industrial products during
manufacturing.
Nordson's industrial application systems are used, for example, to seal
cartons and cases, assemble furniture, spray protective finishes on
automobiles, apply liquid and powder paints to appliances, and coat the
interiors of food and beverage containers.
Headquartered in Westlake, Ohio, Nordson markets its products worldwide
through four sales divisions -- North America, Europe, Japan, and Pacific
South. These organizations are comprised of a network of 32 direct operations,
each managed by local personnel who understand their markets and cultures.
Nearly 60 percent of the company's revenues are generated outside the United
States.
Corporate Purpose and Strategies
- --------------------------------
Nordson strives to be a vital, self-renewing, worldwide organization which,
within the framework of ethical behavior and enlightened citizenship, grows and
produces wealth for its customers, employees, shareholders, and communities.
The company operates to create balanced, long-term benefits for all of these
constituencies. Growth is achieved by seizing opportunities to sell existing
products for new applications and markets, developing new products and
technologies to serve growth markets, and investing in systems to maximize
internal productivity. These strategies are augmented through the acquisition
of businesses that can serve multi-national industrial markets.
Nordson creates benefits for customers through a Package of Values(TM), which
include carefully engineered, durable products; strong service support; backing
of a worldwide company with financial and technical strength; and a corporate
commitment to deliver what was promised.
Nordson highly regards employee contribution toward the company's goals and,
therefore, strives to provide employees with opportunities for
self-fulfillment, growth, security, recognition and equitable compensation.
Commitment to the community is a vital part of Nordson's overall business
strategy and is considered essential to the company's long-term success. As a
corporate citizen, Nordson contributes an average of 5 percent of domestic
pretax earnings for charitable purposes in the communities where it operates
and draws its employees.
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FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENT,
---------------------------------------------
FOREIGN AND DOMESTIC OPERATIONS, AND EXPORT SALES
-------------------------------------------------
In accordance with Financial Accounting Standards Board Statement
No. 14, "Financial Reporting for Segments of a Business Enterprise", Nordson
has reported information about the company's single industry segment and its
geographic operations. This information is contained in Note 16 (page 30) of
the 1994 Annual Report, incorporated herein by reference thereto. Export sales
were $127,282,000, $109,371,000 and $104,646,000 in 1994, 1993 and 1992,
respectively.
NARRATIVE DESCRIPTION OF BUSINESS
---------------------------------
Principal Products and Uses
- ---------------------------
Nordson offers a full range of equipment that moves and dispenses liquid and
powder coatings, adhesives and sealants, as well as many high-performance
compounds. Equipment ranges from manual, stand-alone units for low-volume
operations to microprocessor-based automated systems for high-speed,
high-volume production lines.
The Company's various products and examples of their uses, arranged by the
markets which they serve, are as follows:
Packaging - Automated hot melt adhesive dispensing systems for sealing
corrugated cases and paperboard cartons and stabilizing pallets in the food,
beverage, agriculture, cosmetics, and pharmaceuticals industries.
Product Assembly - Adhesive and sealant dispensing systems for bonding or
sealing plastic, metal and wood products in the appliance, automotive, book
binding, building/construction, cosmetics, electronics, furniture, and
telecommunications industries.
Nonwovens - Automated equipment for applying adhesives, superabsorbent
powders, liquids and fibers to assemble baby diapers, child training pants,
feminine hygiene products, and adult incontinence products.
Converting - Coating and laminating systems used to manufacture continuous
roll goods such as specialty label stocks, back coated textiles, medical
disposables, and automotive body cloth.
Advanced Gasketing - Custom engineered systems for automatically dispensing
foamed adhesives and sealants to make form-in-place gaskets for automotive
components, appliances and electrical enclosures.
Powder Coating - Electrostatic spray systems for applying powder paints and
coatings to appliances, automotive components, metal office furniture/storage
shelving, electrical transformers, and recreational equipment.
Liquid Finishing - Electrostatic spray systems for applying liquid paints
and coatings to plastic, metal and wood products such as automotive components,
furniture, kitchen and bath cabinets, doors and frames, and pipes and tubing.
3
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Automotive - Liquid and powder finishing systems for spraying primers and
anti-chip coatings to body panels and applying basecoats and clearcoats;
adhesive and sealant dispensing systems for bonding glass and interior seams.
Container Coating - Automated equipment for applying liquid and powder
coatings to the interiors and ends of metal containers in the food and beverage
industries.
Electronics - Automated equipment for applying protective conformal coating
and solder flux materials to printed circuit boards and electronic assemblies
in the appliance, automotive, avionics, defense, electrical/electronics, and
telecommunications industries.
Nordson markets its products in the United States and forty-nine other
countries, primarily through a direct sales force, and in eleven countries
through qualified distributors. Nordson has built a worldwide reputation for
its creativity and expertise in the design and engineering of high-technology
application equipment which meets the specific needs of its customers.
Manufacturing and Raw Materials
- -------------------------------
Nordson's production operations include machining and assembly. The company
finishes specially designed parts and assembles components into finished
equipment. Many components are made in standard modules that can be used in
more than one product or in combination with other components for a variety of
models. The company has manufacturing operations in Amherst and Elyria, Ohio;
Norcross, Georgia; Sand City, California; Branford, Connecticut; Luneburg,
Germany; and Stenungsund, Sweden.
Principal materials used to make Nordson products are metals and plastics,
typically in sheets, bar stock, castings, forgings, and tubing. Nordson also
purchases many electrical and electronic components, fabricated metal parts,
high-pressure fluid hoses, packings, seals and other items integral to its
products. Suppliers are competitively selected based on cost and quality.
Virtually all raw materials Nordson uses are available through multiple
sources.
An extensive quality control program for Nordson equipment, machinery and
systems is supervised by Nordson's vice president of manufacturing.
Natural gas and other fuels are primary energy sources for Nordson. However,
standby capacity for alternative sources is available if needed.
Patents and Trademarks
- ----------------------
The company maintains procedures to protect patents and trademarks both
domestically and internationally. However, Nordson's business is not
materially dependent upon any one or more of the patents, or on patent
protection in general.
Seasonal Variation in Business
- ------------------------------
There is no significant seasonal variation in the company's business.
4
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Working Capital Practices
- -------------------------
No special or unusual practices affect Nordson's working capital. However,
the company generally requires substantial advance payments as deposits on
customized equipment and systems and, in certain cases, requires progress
payments during the manufacturing of these products. The company maintains a
relatively high investment in inventory to ensure products are available to
customers when ordered. This investment reflects Nordson's commitment to
customer service, part of its Package of Values(TM).
Customers
- ---------
The company serves a broad customer base, both in terms of industries and
geographic regions. The loss of a single or few customers would not have a
material adverse effect on the company's business. In 1994, no single customer
accounted for 5 percent or more of sales.
Backlog
- -------
The company's backlog of orders has increased to $46,169,000 at
October 30, 1994 from $43,213,000 at October 31, 1993. All orders in the
October 1994 backlog are expected to be shipped to customers in fiscal 1995.
Government Contracts
- --------------------
Nordson's business neither includes nor depends upon a significant amount of
governmental contracts or sub-contracts. Therefore, no material part of the
company's business is subject to renegotiation or termination at the option of
the government.
Competitive Conditions
- ----------------------
Nordson equipment is sold in competition with a wide variety of alternative
bonding, sealing, caulking, finishing and coating techniques. Any production
process that requires the application of material to a substrate or surface is
a potential use for Nordson equipment.
Nordson enjoys a leadership position in the competitive industrial
application systems business by delivering high-quality, innovative products
and technologies, as well as after-the-sale service and technical support.
Working with customers to understand their processes and developing the
application solutions that help them meet their production requirements also
contributes to Nordson's leadership position. Nordson products help customers
improve productivity, reduce raw material and energy consumption, lower
maintenance costs, improve environmental conditions, and produce better
performing finished products. Nordson's worldwide network of direct sales and
technical resources also is a competitive advantage.
Risk factors associated with Nordson's competitive position include the
development and commercial acceptance of alternative processes or materials and
the growth of local competitors serving specific markets.
5
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Research and Development
- ------------------------
Investments in research and development are important to Nordson's long-term
growth because they enable the company to keep pace with changing customer and
marketplace needs, and they help to sustain sales improvements year after year.
The company places strong emphasis on technology developments and improvements
through its internal engineering and research teams. Research and development
expenses were approximately $24,434,000 in fiscal 1994, compared with
approximately $20,521,000 in fiscal 1993 and $18,431,000 in fiscal 1992. As a
percentage of sales, these investments were approximately 4.8 percent in fiscal
1994, 4.4 percent in fiscal 1993, and 4.3 percent for fiscal 1992.
Environmental Compliance
- ------------------------
Compliance with federal, state and local environmental protection laws during
fiscal 1994 had no material effect on the company's capital expenditures,
earnings, or competitive position. The company also does not anticipate a
material effect in 1995.
Employees
- ---------
As of October 30, 1994, Nordson had approximately 3,281 employees, including
all full-time and part-time employees.
6
<PAGE> 7
Item 2. Properties.
- ------ ----------
The following table summarizes the principal properties of the Company.
<TABLE>
<CAPTION>
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
<S> <C> <C>
Amherst, Ohio A manufacturing, laboratory 474,000
and office complex located
on 52 acres of land
Westlake, Ohio An office and laboratory 65,000
building located on 25 acres
of land
Elyria, Ohio A manufacturing and warehouse 20,000
building
Duluth, Georgia An office and laboratory 101,000
building (leased)
Norcross, Georgia A manufacturing, laboratory 152,000
and office building located
on 10 acres of land
A manufacturing and office 27,000
building (leased)
Sand City, A manufacturing, laboratory 35,000
California and office building (leased)
Campbell, An office building and 14,000
California warehouse (leased)
Branford, A manufacturing and office 47,000
Connecticut building (leased)
Albertslund, An office and warehouse 16,000
Denmark building
Luneburg, A manufacturing, laboratory 120,000
Germany and office complex
Stenungsund, A manufacturing and office 13,000
Sweden building
</TABLE>
Several of these properties are pledged as security for
industrial revenue bonds and mortgage notes payable.
Other properties at international subsidiary locations and at
branch locations within the United States are leased. Lease terms do not
exceed twenty-five years and generally contain a provision for cancellation
with some penalty at an earlier date.
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<PAGE> 8
In addition, the Company leases equipment under various operating and
capitalized leases. Information about leases is reported in Note 9 of Notes to
Consolidated Financial Statements on page 27 of the 1994 Annual Report,
incorporated herein by reference thereto.
Item 3. Legal Proceedings.
- ------ -----------------
The Company is involved in legal proceedings incidental to its
business, none of which is material to the results of operations in the opinion
of management.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------ ---------------------------------------------------
None.
8
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Executive Officers of the Company.
- ---------------------------------
The executive officers of the Company as of December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
Name Position
- ---- --------
<S> <C>
Eric T. Nord Chairman of the Board
William P. Madar President and Chief Executive Officer
Edward P. Campbell Executive Vice President &
Chief Operating Officer
Werner Bohm Senior Vice President
John E. Jackson Senior Vice President
Christian C. Bernadotte Vice President
Drexel R. Bunch Vice President, Manufacturing
Bruce H. Fields Vice President, Human Resources
Dr. Richard G. Klein Vice President, Corporate Research
and Technology
Donald J. McLane Vice President
Yoshihiko Miyahara Vice President
Thomas L. Moorhead Vice President, Law and Assistant Secretary
Nicholas D. Pellecchia Vice President, Finance and Treasurer
Robert E. Thayer Vice President
William D. Ginn Secretary
</TABLE>
9
<PAGE> 10
Mr. Eric T. Nord, age 77, joined the predecessor of the
Company in 1939 and was Chairman of the Board and Chief Executive Officer prior
to his retirement in 1982. He has continued to serve as Chairman of the Board
after his retirement.
Mr. Madar, age 55, joined the Company in 1986 as President and
Chief Executive Officer.
Mr. Campbell, age 45, joined the Company in 1988 as a Vice
President, responsible for overseeing corporate research and business
development activities, along with information service operations. In 1989 he
assumed additional responsibilities for overseeing the manufacturing and human
resources functions. In 1994, he was elected Executive Vice President and
Chief Operating Officer, with responsibility for all worldwide operating units
including the company's four geographic sales divisions.
Mr. Bohm, age 55, has been employed by the Company for 23
years. In 1986 he was elected a Vice President, responsible for directing
activities of the European Division. In 1994, he was named Senior Vice
President, continuing his responsibility for the company's European operations,
including manufacturing and sales activities.
Mr. Jackson, age 49, joined the Company as Vice President -
Operations in 1986 and was later elected Vice President, responsible for the
Application Equipment Division. During 1989, he assumed responsibility for the
operations of the North American Division. In 1994, he was elected Senior Vice
President, with responsibility for product development, manufacturing, product
line management, and North American sales activities for the company's powder
coating, liquid finishing, container coating, automotive and electronics
businesses. He retains responsibility for North American sales operations for
the packaging and product assembly businesses.
Mr. Bernadotte, age 45, joined the company in 1986 as general
manager of the packaging and product assembly businesses. In 1989, he was
named Vice President of the company's North American sales organization for
packaging and product assembly systems. In 1994, he was elected Vice President
of the company and is responsible for product development, manufacturing and
product line management for the packaging and product assembly business.
Mr. Bunch, age 50, joined the Company in 1983. Since 1986, he
has served as Vice President, Manufacturing.
Mr. Fields, age 43, joined the Company in 1988 as Human
Resources Manager for the Application Equipment Division. He was appointed
Director, Human Resources in 1989 and was elected Vice President, Human
Resources in 1992.
Dr. Klein, age 52, has been employed by the Company for
fourteen years. He has served as Vice President, Corporate Research &
Technology since 1986.
Mr. McLane, age 51, has been employed by the Company for 20
years. Since 1986, he has served as Vice President, responsible for directing
the activities of the Pacific South Division.
10
<PAGE> 11
Mr. Miyahara, age 57, has been employed by the Nordson
organization for over 20 years and served as Managing Director of Nordson K.K.
(a wholly-owned Japanese subsidiary). In 1987, he was appointed President of
the Japanese Division and Chief Executive Officer of Nordson K.K. In 1989 he
was elected a Vice President of the Company with continuing responsibility to
direct the activities of the Japanese Division.
Mr. Moorhead, age 58, joined the Company in 1969, and has
served as Vice President - Law and Assistant Secretary since 1981.
Mr. Pellecchia, age 49, joined the Company in 1981 and was
elected Vice President - Finance in 1986. In 1989, he assumed the additional
responsibilities of Treasurer.
Mr. Thayer, age 63, has been employed by the Company for 30
years. He was elected a Vice President in 1978. In 1986, he assumed
responsibility for directing activities of the North American Division. In
1989, he assumed responsibility for overseeing product development and sales
activities of Nordson's businesses directed toward the nonwovens and converting
markets. In 1989 and 1990, he also directed the operations and integration of
the German-based Meltex business, acquired in 1989.
Mr. Ginn, age 71, has been Of Counsel to the law firm of
Thompson, Hine and Flory, Cleveland, Ohio since January 1993. Prior to that
time, he had been a Partner with Thompson, Hine and Flory since 1959. He has
been Secretary of the Company since 1966.
Messrs. Eric T. Nord and Evan W. Nord (director and retired
officer) are brothers. No other directors and officers are related.
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PART II
-------
Item 5. Market for the Company's Common Equity and Related Stockholder
- ------ --------------------------------------------------------------
Matters.
-------
Market Information and Dividends.
- --------------------------------
The Company's common shares are listed on the NASDAQ National Market
System. The information appearing under the captions "Dividend Information and
Price Range per Common Shares" and "Stock Listing Information" on page 36 of
the 1994 Annual Report is incorporated herein by reference thereto.
Holders.
- -------
The approximate number of holders of record of each class of equity
securities of the Company as of December 31, 1994 was as follows:
<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Common shares with no
par value 3,034
</TABLE>
Item 6. Selected Financial Data.
- ------ -----------------------
The Company incorporates herein by reference the information as to
each of the Company's last five fiscal years appearing under the caption
"Eleven-Year Summary" on pages 32 and 33 of the 1994 Annual Report.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations.
---------------------
The Company incorporates herein by reference the information appearing
under the caption "Management's Discussion and Analysis" on pages 16 and 17 of
the 1994 Annual Report.
Item 8. Financial Statements and Supplementary Data.
- ------ -------------------------------------------
The information required by this item appears on pages 18 through 30
of the 1994 Annual Report, incorporated herein by reference thereto.
Item 9. Changes In and Disagreements With Accountants on Accounting
- ------ -----------------------------------------------------------
and Financial Disclosure.
------------------------
None.
12
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PART III
--------
Item 10. Directors and Executive Officers of the Company.
- ------- -----------------------------------------------
The Company incorporates herein by reference the information
appearing under the caption "Election of Directors" on pages 1 through 5 of the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission by January 31, 1995.
Executive officers of the Company serve for a term of one year from
date of election to the next organizational meeting of the Board of Directors
and until their respective successors are elected and qualified, except in the
case of death, resignation or removal. Information concerning executive
officers of the Company is contained in Part I of this report under the caption
"Executive Officers of the Company."
Item 11. Executive Compensation.
- ------- ----------------------
The Company incorporates herein by reference the information
appearing under the caption "Compensation of Directors" located on page 5, and
information pertaining to compensation of officers located on pages 9 through
25 of the Company's definitive Proxy Statement to be filed with the Securities
and Exchange Commission by January 31, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and
- ------- ---------------------------------------------------
Management.
----------
The Company incorporates herein by reference the information
appearing under the caption "Ownership of Nordson Common Shares" on pages 6
through 9 of the Company's definitive Proxy Statement to be filed with the
Securities and Exchange Commission by January 31, 1995.
Item 13. Certain Relationships and Related Transactions.
- ------- ----------------------------------------------
William D. Ginn, a director and Secretary of the Company, is Of
Counsel to Thompson, Hine and Flory, a law firm which has in the past
provided and continues to provide legal services to the Company.
13
<PAGE> 14
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- ------- ---------------------------------------------------------------
(a)(1). Financial Statements.
--------------------
The financial statements listed in the accompanying index to
financial statements are filed as part of this Annual Report on Form 10-K.
(a)(2) and (d). Financial Statement Schedules.
-----------------------------
No consolidated financial statement schedules are presented because
the schedules are not required, because the required information is not present
or not present in amounts sufficient to require submission of the schedule, or
because the information required is included in the financial statements,
including the notes thereto.
(a)(3) and (c). Exhibits.
--------
The exhibits listed on the accompanying index to exhibits are filed
as part of this Annual Report on Form 10-K.
(b). Reports on Form 8-K.
-------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
NORDSON CORPORATION
Date: January 26, 1995 By: /s/ Nicholas D. Pellecchia
--------------------------------
Nicholas D. Pellecchia
Vice President, Finance
and Treasurer
14
<PAGE> 15
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
/s/ Eric T. Nord January 26, 1995
- ------------------------------------
Eric T. Nord
Director and Chairman of the Board
/s/ William P. Madar January 26, 1995
- ------------------------------------
William P. Madar
Director, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Nicholas D. Pellecchia January 26, 1995
- ------------------------------------
Nicholas D. Pellecchia
Vice President-Finance and Treasurer
(Principal Accounting Officer and
Principal Financial Officer)
/s/ William D. Ginn January 26, 1995
- ------------------------------------
William D. Ginn
Director and Secretary
/s/ Dr. Glenn R. Brown January 26, 1995
- ------------------------------------
Dr. Glenn R. Brown
Director
/s/ William W. Colville January 26, 1995
- ------------------------------------
William W. Colville
Director
/s/ Stephen R. Hardis January 26, 1995
- ------------------------------------
Stephen R. Hardis
Director
/s/ Dr. Jacob O. Kamm January 26, 1995
- ------------------------------------
Dr. Jacob O. Kamm
Director
/s/ Dr. Anne O. Krueger January 26, 1995
- ------------------------------------
Dr. Anne O. Krueger
Director
/s/ Evan W. Nord January 26, 1995
- ------------------------------------
Evan W. Nord
Director
15
<PAGE> 16
NORDSON CORPORATION
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) and (3), and (c)
INDEX TO FINANCIAL STATEMENTS
INDEX TO EXHIBITS
CERTAIN EXHIBITS
FISCAL YEAR ENDED OCTOBER 30, 1994
16
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NORDSON CORPORATION
INDEX TO FINANCIAL STATEMENTS
(Item 14(a)(1))
Page Reference
--------------
Data incorporated by reference from
the 1994 Annual Report:
Consolidated statement of income for
the years ended October 30, 1994,
October 31, 1993 and November 1, 1992 18
Consolidated balance sheet as of
October 30, 1994 and October 31, 1993 19
Consolidated statement of cash flows
for the years ended October 30, 1994,
October 31, 1993 and November 1, 1992 20
Consolidated statement of shareholders'
equity for the years ended October 30,
1994, October 31, 1993 and November 1,
1992 21
Notes to consolidated financial statements 22-30
Report of independent auditors 31
The consolidated financial statements of the Registrant listed in
the preceding index, which are included in the 1994 Annual Report, are
incorporated herein by reference. With the exception of the pages listed in
the above index and information incorporated by reference elsewhere herein, the
1994 Annual Report is not to be deemed filed as part of this report.
17
<PAGE> 18
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
(3) Articles of Incorporation and By-Laws
3-a 1989 Amended Articles of Incorporation
3-b Amendment to 1984 Regulations, adopted
February 22, 1989, and 1984 Amended
Regulations, as amended
(4) Instruments Defining the Rights of Security
Holders, including indentures
4-a Instruments related to Industrial Revenue Bonds
(These instruments are not being filed as
exhibits to this Annual Report on Form 10-K.
The Registrant agrees to furnish a copy of
such instruments to the Commission upon request.)
4-b Rights Agreement between Nordson Corporation and
Ameritrust Company National Association
(incorporated herein by reference to Exhibit 4-b
to Registrant's Annual Report on Form 10-K for
the year ended October 31, 1993)
(10) Material Contracts
10-a Nordson Corporation 1995 Management Incentive
Compensation Plan (incorporated herein by
reference to Appendix A to the Registrant's
Proxy Statement to be filed with the Securities
and Exchange Commission by January 31, 1995)*
10-b 1979 Employees Stock Option Plan of the Registrant,
as amended October 27, 1980*
10-b-1 Amendment to 1979 Employees Stock Option Plan of
the Registrant, adopted April 20, 1982*
18
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NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
10-b-2 Amendments to 1979 Employee Stock Option Plan
of the Registrant, adopted October 27, 1988
(incorporated herein by reference to Exhibit
10-c-2 to Registrant's Annual Report on
Form 10-K for the year ended October 31, 1993)*
10-c 1982 Incentive Stock Option Plan of the
Registrant, as adopted January 18, 1982*
10-c-1 Amendment to 1982 Incentive Stock Option Plan
of the Registrant, adopted April 20, 1982*
10-c-2 Amendments to the 1982 Incentive Stock Option
Plan of the Registrant, adopted January 30, 1987
(incorporated herein by reference to Exhibit
10-e-2 to Registrant's Annual Report on Form 10-K
for the year ended November 1, 1992)*
10-c-3 Amendment to 1982 Incentive Stock Option Plan of
the Registrant, adopted October 27, 1988
(incorporated herein by reference to
Exhibit 10-d-3 to Registrant's Annual Report
on Form 10-K for the year ended October 31, 1993)*
10-d Employment Agreement between the Registrant and
William P. Madar (incorporated herein by
reference to Exhibit 10-g to Registrant's
Annual Report on Form 10-K for the year
ended October 28, 1990)*
10-d-1 Amendment to Employment Agreement between the
Registrant and William P. Madar (incorporated
herein by reference to Exhibit 10-e-1 to
Registrant's Annual Report on Form 10-K for
the year ended October 31, 1993)*
19
<PAGE> 20
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Number Description
- ------- -----------
10-e Board of Directors Deferred Compensation Plan, as
amended October 27, 1988*
10-f Employment Agreement between the Registrant and
John E. Jackson (incorporated herein by reference
to Exhibit 10-i to Registrant's Annual Report
on Form 10-K for the year ended November 3, 1991)*
10-g Indemnity Agreement (incorporated herein by reference
to Exhibit 10-j to Registrant's Annual Report
on Form 10-K for the year ended November 3, 1991)*
10-h Restated Nordson Corporation Excess Defined
Contribution Retirement Plan (incorporated herein
by reference to Exhibit 10-k to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-h-1 First Amendment to Nordson Corporation Excess
Defined Contribution Retirement Plan (incorporated
herein by reference to Exhibit 10-l-1 to
Registrant's Annual Report on Form 10-K for the
year ended October 28, 1990)*
10-i Nordson Corporation Excess Defined Benefit Pension
Plan (incorporated herein by reference to Exhibit
10-l to Registrant's Annual Report on Form 10-K
for the year ended November 1, 1992)*
10-i-1 First Amendment to Nordson Corporation Excess
Defined Benefit Pension Plan (incorporated
herein by reference to Exhibit 10-m-1 to
Registrant's Annual Report on Form 10-K for the
year ended October 28, 1990)*
10-j Officers' Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10-m to
Registrant's Annual Report on Form 10-K for the
year ended November 1, 1992)*
20
<PAGE> 21
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
10-k Employment Agreement between the Registrant and
Edward P. Campbell (incorporated herein by
reference to Exhibit 10-l to Registrant's
Annual Report on Form 10-K for the year ended
October 31, 1993)*
10-l 1989 Stock Option Plan, as amended
December 20, 1991 (incorporated herein by
reference to Exhibit 10-q to Registrant's
Annual Report on Form 10-K for the year ended
November 3, 1991)*
10-m 1992 Restricted Stock Plan (incorporated herein
by reference to Exhibit 10-p to Registrant's
Annual Report on Form 10-K for the year ended
November 1, 1992)*
10-n Nordson Corporation 1993 Long-Term Performance
Plan (incorporated herein by reference to
Exhibit 10-q to Registrant's Annual Report
on Form 10-K for the year ended
November 1, 1992)*
(11) Calculation of Earnings per Share
(13) Selected portions of the 1994 Annual Report
13-a Management's Discussion and Analysis (pages
16 and 17 of the 1994 Annual Report)
13-b Consolidated Statement of Income (page 18
of the 1994 Annual Report)
13-c Consolidated Balance Sheet (page 19 of the
1994 Annual Report)
13-d Consolidated Statement of Cash Flows (page 20
of the 1994 Annual Report)
13-e Consolidated Statement of Shareholders'
Equity (page 21 of the 1994 Annual Report)
13-f Notes to Consolidated Financial Statements
(pages 22 through 30 of the 1994 Annual
Report)
21
<PAGE> 22
NORDSON CORPORATION
INDEX TO EXHIBITS
(Item 14(a)(3))
Exhibit
Number Description
- ------- -----------
13-g Report of Independent Auditors (page 31 of
the 1994 Annual Report)
13-h Eleven-Year Summary (pages 32 and 33 of the
1994 Annual Report)
13-i Dividend Information and Price Range Per Common
Shares and Stock Listing Information (page 36
of the 1994 Annual Report)
(21) Subsidiaries of the Registrant
(23) Consent of Independent Auditors
(27) Financial Data Schedule
(99) Additional Exhibits
99-a Form S-8 Undertakings (Nos. 33-32201, 2-82915,
33-18279, 33-20451, 33-20452, 33-18309 and
33-33481) (incorporated herein by reference
to Exhibit 28-a to Registrant's Annual Report
on Form 10-K for the year ended October 28, 1990)
99-b Form S-8 Undertakings (No. 2-66776) (incorporated
herein by reference to Exhibit 28-b to
Registrant's Annual Report on Form 10-K for the
year ended October 28, 1990)
99-c Annual Report on Form 11-K of the Nordson
Employees' Savings Trust Plan for its fiscal
year ended December 31, 1994
99-d Annual Report on Form 11-K of the Nordson
Hourly-Rated Employees' Savings Trust Plan
for its fiscal year ended December 31, 1994
99-e Annual Report on Form 11-K of the Slautterback
Corporation 401(k) Profit Sharing Plan for its
fiscal year ended December 31, 1994
*Indicates management contract or compensatory plan,
contract or arrangement in which one or more
directors and/or executive officers of Nordson
Corporation may be participants.
22
<PAGE> 1
Exhibit 3-a
NORDSON CORPORATION
-------------------
1989
----
AMENDED ARTICLES OF INCORPORATION
---------------------------------
FIRST. The name of the Corporation is
NORDSON CORPORATION.
SECOND. The place in the State of Ohio
where its principal office is located is the City of
Amherst, in Lorain County.
THIRD. This Corporation operates for the
purpose of creating long-term benefits for all of its con-
stituencies, including shareholders, customers, employees,
and the communities in which it exists. In furtherance
thereof, the Corporation is authorized:
(a) To manufacture, to purchase, lease,
or otherwise acquire, to hold and use, and to
sell, lease, or otherwise dispose of, equipment,
processes, methods, articles, products, and sup-
plies connected with or relating to the applica-
tion of thermoplastic adhesives used in packaging,
product assembly, and other industrial processes;
(b) To manufacture, to purchase, lease,
or otherwise acquire, to hold and use, and to
sell, lease, or otherwise dispose of equipment,
processes, methods, articles, products, and sup-
plies connected with or relating to the spraying,
extrusion, or other handling and application of
paints and other coating materials and substances;
(c) To manufacture, to purchase, lease,
or otherwise acquire, to hold and use, to sell,
lease, or otherwise dispose of, and to deal in or
with personal property of any description and any
interest therein;
(d) To purchase, lease, or otherwise
acquire, to invest in, hold, use, and encumber,
and to sell, lease, exchange, transfer, or other-
wise equip, maintain, and operate structures and
real property of any description and any interest
therein;
<PAGE> 2
(e) To borrow money, to issue, sell,
and pledge its notes, bonds, and other evidences
of indebtedness, to secure any of its obligations
by mortgage, pledge, or deed of trust of all or
any of its property, and to guarantee and secure
obligations of any person, all to the extent
necessary, useful, or conducive to carrying out
any of the purposes of the Corporation;
(f) To invest its funds in any shares
or other securities of another corporation, busi-
ness or undertaking or of a government, govern-
mental authority, or governmental subdivision; and
(g) To do whatever is deemed neces-
sary, useful, or conducive to carrying out any of
the purposes of the Corporation and to engage in
any lawful activity for which corporations may be
formed under the Ohio General Corporation Law.
FOURTH. The authorized number of shares of
the Corporation is 90,000,000, consisting of 10,000,000 Pre-
ferred Shares, without par value (the "Preferred Shares"),
and 80,000,000 Common Shares, without par value (the "Common
Shares").
DIVISION A Express Terms of Preferred Shares
1. PREFERRED SHARES. With respect to
the Preferred Shares, the Directors, without any further
action by the shareholders, may, at any time and from time
to time, adopt an amendment or amendments to the Articles
of Incorporation of the Corporation, in respect of any Pre-
ferred Shares which constitute unissued or treasury shares
at the time of such adoption, for the purpose of dividing
any or all of such Preferred Shares into such series as the
Directors shall determine, each of which series shall bear
such distinguishing designation as the Directors shall
determine and, within the limitations prescribed by the
provisions of the Ohio General Corporation Law, fix the
express terms of any such series of Preferred Shares, which
may include statements specifying:
(a) Dividend rights, which may be
cumulative or non-cumulative, at a specified
rate, amount, or proportion, with or without
further participation rights, and in preference
<PAGE> 3
to, junior to, or on a parity in whole or in part
with dividend rights of shares of any other class
or series:
(b) Liquidation rights, preferences,
and price;
(c) Redemption rights and price or
prices, if any;
(d) Sinking fund requirements, if any,
which may require the Corporation to provide a
sinking fund out of earnings or otherwise for the
purchase or redemption of such shares or for
dividends thereon;
(e) Voting rights, which may be full
(not more, however, than one vote per share),
limited, or denied, except as otherwise required
by law;
(f) Conversion rights, if any, and the
conversion rate or rates or price or prices and
the adjustments thereof, if any, and all other
terms and conditions upon which conversions may
be made; and
(g) Restrictions on the issuance of
shares of any class or series of the Corporation.
DIVISION B Express Terms of Common Shares
1. The Common Shares shall be subject to
the express terms of the Preferred Shares and any series
thereof. Each Common Share shall be equal to every other
Common Share. The holders of Common Shares shall be en-
titled to one vote for each share held by them upon all
matters presented to the shareholders.
2. No holder of Common Shares, as such,
shall have any pre-emptive right to purchase or subscribe
for shares of the Corporation, of any class, or other secu-
rities of the Corporation, of any class, whether now or
hereafter authorized.
FIFTH. The Corporation, by action of its
Directors, and without action by its shareholders, may
purchase its own shares, of any class or series, in accor-
dance with the provisions of the Ohio General Corporation
<PAGE> 4
Law, either in the open market or at public or private
sale, in such manner and amounts, from such holder or hold-
ers of outstanding shares of the Corporation, and at such
prices as the Directors shall from time to time determine,
subject, however, to such limitation or restriction, if
any, as may be contained in the express terms of any class
or series of shares of the Corporation outstanding at the
time of such purchase.
SIXTH. Fair Price or Supermajority Vote
--------------------------------
Provision.
- ---------
1. VOTING REQUIREMENT. Unless both the
fair price requirement set forth in paragraph 2 and the
other conditions set forth in paragraph 3 have been sat-
isfied, the affirmative vote of the holders of 80% of all
outstanding shares of the Corporation entitled to vote in
elections of directors, voting together as a single class,
shall be required for the authorization or approval of any
of the following transactions:
(a) MERGER OR CONSOLIDATION. The
merger or consolidation of the Corporation or
any of its subsidiaries with or into an inter-
ested shareholder (as hereinafter defined).
(b) DISPOSITION OF ASSETS. The sale,
lease, pledge, or other disposition, in one trans-
action or in a series of transactions, from the
Corporation or any of its subsidiaries to an
interested shareholder, or from an interested
shareholder to the Corporation or any of its sub-
sidiaries, of assets having an aggregate fair mar-
ket value (as hereinafter defined) of $1,000,000
or more.
(c) ISSUANCE OR TRANSFER OF SECURI-
TIES. The issuance, sale, or other transfer, in
one transaction or in a series of transactions,
by the Corporation or any of its subsidiaries to
an interested shareholder, or by an interested
shareholder to the Corporation or any of its
subsidiaries, of securities for cash or other
consideration having an aggregate fair market
value of $1,000,000 or more.
(d) LIQUIDATION OR DISSOLUTION. The
liquidation or dissolution of the Corporation
proposed by an interested shareholder.
<PAGE> 5
(e) RECLASSIFICATION OR RECAPITALIZA-
TION. The reclassification of securities, re-
capitalization of the Corporation, or other
transaction that has the effect of increasing the
proportionate share of any class of outstanding
securities of the Corporation or any of its sub-
sidiaries beneficially owned (as hereinafter
defined) by an interested shareholder or of
otherwise diluting the position of any share-
holder of the Corporation in comparison with
the position of an interested shareholder.
(f) OTHER TRANSACTIONS. Any other
transaction or series of transactions that is
similar in purpose or effect to those referred to
in clauses (a) through (e) of this paragraph 1.
This voting requirement shall apply even though no vote, or
a lesser percentage vote, may be required by law, by any
other provision of these Articles of Incorporation, or
otherwise. The term "business combination", as used in
this Article, means any of the transactions referred to in
clauses (a) through (f) of this paragraph 1.
2. FAIR PRICE REQUIREMENT. The fair price
requirement will be satisfied if the consideration to be
received in the business combination by the holders of the
Corporation's Common Shares and Preferred Shares, and by
the Corporation or any of its subsidiaries, as the case may
be, meets the following tests:
(a) AMOUNT OF CONSIDERATION TO BE
RECEIVED BY SHAREHOLDERS. If any holder of the
Corporation's Common Shares or Preferred Shares,
other than an interested shareholder, is to
receive consideration in the business combination
for any of the shares, the aggregate amount of
cash and fair market value of any other consider-
ation to be received per share may not be less
than the sum of - -
(A) the greater of (i) the highest
per share price, including commissions, paid
by the interested shareholder for any shares
of the same class or series during the two-
year period ending on the date of the most
recent purchase by the interested share-
holder of any such shares, (ii) the highest
sales price reported for shares of the same
<PAGE> 6
class or series traded on a national securi-
ties exchange or in the over-the-counter
market during the one year period preceding
the first public announcement of the pro-
posed business transaction, or (iii) in the
case of Preferred Shares, the amount of the
per share liquidation preference; plus
(B) interest on the per share
price calculated at the prime rate for
unsecured short-term loans in effect at
AmeriTrust Company, Cleveland, Ohio, on the
date on which the interested shareholder
first became an interested shareholder,
compounded annually from that date until the
business combination is consummated, less
the per share amount of cash dividends pay-
able to holders of record on record dates in
the interim, up to the amount of such inter-
est.
For purposes of this clause (a), per share
amounts will be adjusted for any stock dividend,
stock split, or similar transaction.
(b) FORM OF CONSIDERATION TO BE
RECEIVED BY SHAREHOLDERS. The consideration to
be received by holders of the Corporation's Com-
mon Shares or Preferred Shares must be in cash or
in the same form as was previously paid by the
interested shareholder for shares of the same
class or series; if the interested shareholder
previously paid for such shares with different
forms of consideration, the consideration to be
received by the holders of the shares must be in
cash or in the same form as was previously paid
by the interested shareholder for the largest
number of shares previously acquired by it. The
provisions of this clause (b) are not intended to
diminish the aggregate amount of cash and fair
market value of any other consideration that any
holder of the Corporation's Common Shares or
Preferred Shares is otherwise entitled to receive
upon the liquidation or dissolution of the Cor-
poration, under the terms of any contract with
the Corporation or an interested shareholder, or
otherwise.
(c) CONSIDERATION TO BE RECEIVED BY
THE CORPORATION OR ANY OF ITS SUBSIDIARIES. If
the Corporation or any of its subsidiaries is to
<PAGE> 7
receive consideration in the business combina-
tion, the consideration to be received must be
fair to the Corporation or its subsidiaries, as
determined by the continuing directors (as here-
inafter defined).
3. OTHER CONDITIONS. The other conditions
will be satisfied if, from the time the interested share-
holder became an interested shareholder until the comple-
tion of the business combination, each of the following has
at all times been and continues to be true:
(a) CONTINUING DIRECTORS. The Cor-
poration's Board of Directors has included at
least five continuing directors. The term "con-
tinuing director", as used in this Article, means
an individual who (i) either was a director of
the Corporation at the time the interested share-
holder became an interested shareholder or was
subsequently nominated or elected by the other
continuing directors and (ii) is not an affiliate
or associate (as hereinafter defined) of the
interested shareholder. All actions required or
permitted to be taken by the continuing directors
under this Article shall be taken by the unani-
mous written consent of all continuing directors
or by the vote of a majority of the continuing
directors at a meeting convened upon such notice
as would be required for a meeting of the full
Board of Directors.
(b) NO ACQUISITION OF ADDITIONAL
SHARES. The interested shareholder has not
become the beneficial owner (as hereinafter
defined) of any additional Common Shares or
Preferred Shares of the Corporation, except
(i) as part of the transaction that resulted in
the interested shareholder becoming an interested
shareholder, (ii) upon conversion of securities
previously acquired by it, or (iii) pursuant to a
stock dividend or stock split.
(c) NO SPECIAL BENEFITS TO THE INTER-
ESTED SHAREHOLDER. The interested shareholder
has not received, directly or indirectly, the
benefit (except proportionately as a shareholder)
of any loan, advance, guaranty, pledge, or other
financial assistance, tax credit or deduction, or
other benefit from the Corporation or any of its
subsidiaries.
<PAGE> 8
(d) PROXY STATEMENT. A proxy or in-
formation statement describing the business com-
bination and complying with the requirements of
the Securities Exchange Act of 1934, as amended,
and the rules and regulations under it (or any
subsequent provisions replacing that Act and the
rules and regulations under it) has been mailed
at least 30 days prior to the completion of the
business combination to the holders of all out-
standing shares of the Corporation entitled to
vote in elections of directors, whether or not
shareholder approval of the business combination
is required. If deemed advisable by the continu-
ing directors, the proxy or information statement
shall contain a recommendation by the continuing
directors as to the advisability (or inadvisa-
bility) of the business combination and/or an
opinion by an investment banking firm, selected
by the continuing directors and retained at the
expense of the Corporation, as to the fairness
(or unfairness) of the business combination to
holders of the Corporation's Common Shares or
Preferred Shares other than the interested share-
holder.
(e) NO OMISSION OR REDUCTION OF DIVI-
DENDS. Except to the extent approved by the
continuing directors, there has been no (i) fail-
ure to pay in full, when and as due, any divi-
dends on the Corporation's Preferred Shares or
(ii) failure to pay or reduction in the annual
rate of dividends on the Corporation's Common
Shares, whether directly or indirectly through a
reclassification, recapitalization, or otherwise.
(f) NO CHANGE IN BUSINESS OR CAPITAL
STRUCTURE. Except to the extent approved by the
continuing directors, there has been no material
change in (i) the nature of the business con-
ducted by the Corporation and its subsidiaries or
(ii) the capital structure of the Corporation,
including but not limited to any change in the
number of outstanding Common Shares, the number
and series of any outstanding Preferred Shares,
and the types and aggregate principal amount of
any outstanding debt securities, except for
changes resulting from the exercise of previously
issued options, warrants, or other rights, the
conversion of previously issued shares, the issu-
ance of previously authorized debt securities,
<PAGE> 9
and the mandatory redemption or retirement of
debt securities in accordance with their terms.
4. DEFINITIONS. As used in this Article
Sixth:
(a) "AFFILIATE" AND "ASSOCIATE". The
terms "affiliate" and "associate" have the mean-
ings ascribed to them in Rule 12b-2 of the General
Rules and Regulations under the Securities and
Exchange Act of 1934, as in effect on February 21,
1984.
(b) "BENEFICIAL OWNERSHIP". A person
or entity is deemed to "beneficially own" shares
if, directly or indirectly through any contract,
understanding, arrangement, relationship, or
otherwise, that person or entity has or shares
(i) the power to vote or to dispose, or to direct
the voting or disposition, of the shares or
(ii) the right to acquire the shares pursuant to
any contract or arrangement, upon the exercise of
any option, warrant, or right, upon the conver-
sion of any other shares, upon revocation of a
trust, or otherwise. The person or entity is
also deemed to "beneficially own" shares that are
beneficially owned by affiliates and associates
of that person or entity.
(c) "BUSINESS COMBINATION". The term
"business combination" has the meaning ascribed
to it in paragraph 1 of this Article.
(d) "CONTINUING DIRECTORS". The term
"continuing directors" has the meaning ascribed
to it in clause (a) of paragraph 3 of this
Article.
(e) "FAIR MARKET VALUE". The term
"fair market value" means, (i) in the case of
securities listed on a national securities ex-
change or quoted in the National Association of
Securities Dealers Automated Quotation Systems
(NASDAQ), the highest sales price reported for
securities of the same class or series traded on
the national securities exchange or in the over-
the-counter market during the preceding 30-day
period, or if no such report or quotation is
available, the value determined by the continuing
<PAGE> 10
directors, and (ii) in the case of other securi-
ties and of consideration other than securities
or cash, the value determined by the continuing
directors.
(f) "INTERESTED SHAREHOLDER". The
term "interested shareholder" means any person or
entity that, together with its affiliates and
associates, is at the time of, or has been within
the two-year period immediately prior to, the
consummation of a business combination the bene-
ficial owner of shares having at least 20% of the
aggregate voting power of all outstanding shares
of the Corporation entitled to vote in elections
of directors. The term "interested shareholder",
for purposes of the requirements and conditions
of this Article, also includes the affiliates and
associates of the interested shareholder. Not-
withstanding the foregoing, the Corporation and
its subsidiaries, and any profit-sharing, employee
stock ownership, employee pension, or other em-
ployee benefit plan of the Corporation or any
subsidiary, are not deemed to be "interested
shareholders".
5. NO EFFECT ON FIDUCIARY OBLIGATIONS OF
INTERESTED SHAREHOLDERS. Nothing contained in this Article
shall be construed to relieve any interested shareholder
from any fiduciary obligations imposed by law.
6. AMENDMENT, REPEAL, ETC. Notwithstanding
any other provision of these Articles of Incorporation or
the Regulations of the Corporation (and notwithstanding the
fact that a lesser percentage may be required by law, these
Articles of Incorporation, or the Regulations of the Cor-
poration), the affirmative vote of the holders of 80% of
the outstanding shares of the Corporation entitled to vote
in elections of directors, voting together as a single
class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article Sixth.
SEVENTH. These 1989 Amended Articles of
Incorporation supersede the existing 1986 Amended Articles
of Incorporation of the Corporation.
<PAGE> 1
Exhibit 3-b
AMENDMENT TO ARTICLE I, SECTION 4
OF 1984 AMENDED REGULATIONS
ADOPTED BY SHAREHOLDERS
FEBRUARY 22, 1989
Section 4. Quorum; Adjournment. Except as may be otherwise
provided by law or by the Articles of Incorporation, at any
meeting of the shareholders, holders of one-third of the
outstanding voting shares of the Company present in person
or by proxy shall constitute a quorum of such meeting;
provided, however, that no action required by law, the
Articles, or these Regulations to be authorized or taken by
a designated proportion of the shares of any particular
class or of each class of the Company may be authorized or
taken by a lesser proportion and except that the holders of
a majority of the voting shares represented at the meeting
may adjourn the meeting from time to time; if any meeting is
adjourned, notice of adjournment need not be given if the
time and place to which such meeting is adjourned are fixed
and announced at the meeting.
<PAGE> 2
NORDSON CORPORATION
1984 AMENDED REGULATIONS
Adopted: February 21, 1984
ARTICLE I
---------
SHAREHOLDERS
------------
SECTION 1. ANNUAL MEETING. The annual
meeting of shareholders of the Company for the election of
directors, the consideration of reports, and the transac-
tion of such other business as may properly be brought
before the meeting shall be held at the principal office of
the Company in Amherst, Ohio, or at such other place either
within or without the State of Ohio as may be designated by
the Board of Directors, by the Chairman of the Board, or by
the President and specified in the notice of the meeting,
at 5:15 o'clock p.m. on the fourth Tuesday in February in
each year, or at such other time and on such other date
(not, however, earlier than February 15 or later than March
15 in any year) as the Board of Directors may determine.
SECTION 2. SPECIAL MEETINGS. Special meet-
ings of the shareholders of the Company may be held on any
business day when called by the Chairman of the Board, by
the President, or by a Vice President; by the Board of
Directors acting at a meeting or by a majority of the di-
rectors acting without a meeting; or by persons who hold
twenty-five per cent of all the shares outstanding and
entitled to vote thereat. Upon request in writing deliv-
ered either in person or by registered mail to the Presi-
dent or the Secretary by any persons entitled to call a
special meeting of the shareholders, that officer shall
forthwith cause to be given to the shareholders entitled
thereto notice of a meeting to be held on a date not less
than seven or more than sixty days after the receipt of the
request, as that officer may fix. If the notice is not
given within thirty days after the delivery or mailing of
the request, the persons calling the meeting may fix the
time of the meeting and give notice thereof in the manner
provided by law or as provided in these Regulations, or
cause the notice to be given by any designated representa-
tive. Each special meeting shall be called to convene
between nine o'clock a.m. and four o'clock p.m. and shall
be held at the principal office of the Company at Amherst,
Ohio, unless the meeting is called by the directors, acting
with or without a meeting, in which case the meeting may be
held at any place either within or without the State of
<PAGE> 3
Ohio designated by the Board of Directors and specified in
the notice of the meeting.
SECTION 3. NOTICE OF MEETINGS. Not less
than seven or more than sixty days before the date fixed
for a meeting of shareholders, written notice stating the
time, place, and purposes of the meeting shall be given by
or at the direction of the Secretary, Assistant Secretary,
or any other person or persons required or permitted by
these Regulations to give the notice. The notice shall be
given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of
the day next preceding the day on which notice is given or,
if a record date therefor is duly fixed, of record as of
that date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear
on the records of the Company. Notice of the time, place,
and purposes of any meeting of shareholders may be waived
in writing, either before or after the holding of the meet-
ing, by any shareholders, which writing shall be filed with
or entered upon the records of the meeting. The attendance
of any shareholder at any meeting without protesting, prior
to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of
notice of the meeting.
SECTION 4. QUORUM; ADJOURNMENT. Except as
may be otherwise provided by law or by the Articles of
Incorporation, at any meeting of the shareholders the
holders of shares present in person or by proxy shall con-
stitute a quorum for the meeting; provided, however, that
no action require by law, by the Articles, or by these
Regulations to be authorized or taken by a designated pro-
portion of the shares of any particular class or of each
class of the Company may be authorized or taken by a lesser
proportion; and provided, further, that the holders of a
majority of the voting shares represented at the meeting,
whether or not a quorum is present, may adjourn the meeting
from time to time. If any meeting is adjourned, notice of
the adjournment need not be given if the time and place to
which the meeting is adjourned are fixed and announced at
the meeting.
SECTION 5. PROXIES. Persons entitled to
vote shares or to act with respect to shares may vote or
act in person or by proxy. The person appointed as proxy
need not be a shareholder. Unless the writing appointing a
proxy otherwise provides, the presence at a meeting of a
person who has appointed a proxy shall not operate to re-
voke the appointment. Notice to the Company, in writing or
<PAGE> 4
in open meeting, of the revocation of the appointment of a
proxy shall not affect any vote or act previously taken or
authorized.
SECTION 6. APPROVAL AND RATIFICATION OF
ACTS OF OFFICERS AND BOARD OF DIRECTORS. Except as other-
wise provided by the Articles of Incorporation or by law,
any contract, act, or transaction, prospective or past, of
the Company, of the Board of Directors, or of the officers
may be approved or ratified by the affirmative vote at a
meeting of the shareholders, or by the written consent,
with or without a meeting, of the holders of record of
shares entitling them to exercise a majority of the voting
power of the Company, and that approval or ratification
shall be as valid and binding as though affirmatively voted
for or consented to by every shareholder of the Company.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
SECTION 1. NUMBER AND CLASSIFICATION. The
Board of Directors will be divided into three classes con-
sisting of not less than three directors each. The number
of directors may be fixed or changed (a) by the share-
holders at any meeting of shareholders called to elect
directors at which a quorum is present, by the vote of the
holders of a majority of the shares represented at the
meeting and entitled to vote on the proposal, or (b) by the
directors at any meeting of the Board of Directors, by the
vote of a majority of the directors then in office, except
that, after the number of directors in any class has been
fixed by the shareholders, the directors may not increase
or decrease that number by more than one and, further, no
class may consist of less than three directors. The terms
in office of the directors in each of the classes will
expire in consecutive years. At each annual election of
directors, directors will be elected to the class whose
term in office expires in that year and will hold office
for a term of three years and until their respective suc-
cessors are elected. In case of any increase in the number
of directors of any class, the additional director or di-
rectors elected to that class will hold office for the
remainder of the term in office of that class.
SECTION 2. RESIGNATION; REMOVAL; VACANCIES.
Any director may resign at any time by oral statement made
at a meeting of the Board of Directors or in a writing
delivered to the Secretary; the resignation will take
effect immediately or at such other time as the director
<PAGE> 5
may specify. No director may be removed prior to the ex-
piration of his term except for gross negligence or willful
misconduct in the performance of his duties as a director.
No reduction in the number of directors of any class, and
no modification or elimination of the classification of the
Board of Directors, will of itself have the effect of
shortening the term of any incumbent director. In the
event of any vacancy or vacancies in the Board of Direc-
tors, however caused, the directors then in office, though
less than a majority of the authorized number of directors,
may, by the vote of a majority of their number, fill each
vacancy for the remainder of the term in office of the
director whose resignation, removal, or death resulted in
the vacancy.
SECTION 3. NOMINATION OF CANDIDATES FOR
ELECTION AS DIRECTORS. At a meeting of shareholders at
which directors are to be elected, only persons nominated
as candidates will be eligible for election as directors.
Candidates may be nominated either by the Board of Direc-
tors or by any shareholder entitled to vote at the meet-
ing. Nominations by the Board of Directors may be made at
a meeting, or in an action without a meeting, not less than
30 days prior to the meeting at which the directors are to
be elected. Each candidate nominated by the Board will, at
the request of the Secretary, provide the Company with all
of the information about himself required, under rules of
the Securities and Exchange Commission, to be included in
the Company's proxy statement for the meeting. Any share-
holder who proposes to nominate one or more candidates for
election as director must, not less than 30 days prior to
the meeting at which the directors are to be elected,
notify the Secretary of his intention to make the nomina-
tion and provide the Company with all of the information
about each of the candidates as would be required, under
the rules of the Securities and Exchange Commission, to be
included in a proxy statement soliciting proxies for the
election of the candidate, including (i) his name, age, and
business and residence addresses, (ii) his principal occu-
pations or employment during the last five years, (iii) the
number of shares of the Company beneficially owned by him,
and (iv) transactions between him and the Company. In the
event that a candidate validly nominated by the Board or by
a shareholder thereafter becomes unable or unwilling to
stand for election as a director, the Board or the share-
holder who nominated the candidate, as the case may be, may
nominate a substitute candidate. If the Chairman or other
officer presiding at the meeting determines that one or
more candidates were not nominated in accordance with these
procedures, he may rule the nomination of these candidates
to be out-of-order and void.
<PAGE> 6
SECTION 4. ORGANIZATION MEETING. Immedi-
ately after each annual meeting of the shareholders, the
newly elected directors shall hold an organizational meet-
ing for the purpose of electing officers and transacting
any other business. Notice of the organizational meeting
need not be given.
SECTION 5. REGULAR MEETINGS. Regular meet-
ings of the Board of Directors may be held at such times
and places within or without the State of Ohio as may be
provided for in bylaws or resolutions adopted by the Board
of Directors and upon such notice, if any, as may be so
provided. Unless otherwise indicated in the notice of a
regular meeting, any business may be transacted at that
regular meeting.
SECTION 6. SPECIAL MEETINGS. Special meet-
ings of the Board of Directors may be held at any time
within or without the State of Ohio (or through use of
telephone or other communications equipment if all the
directors participating in the meeting can hear each other)
upon call by the Chairman of the Board, by the President,
by a Vice President, or by any two directors. Written
notice of the time and place of each special meeting shall
be given to each director either by personal delivery or by
mail, telegram, or cablegram at least two days before the
meeting, which notice need not specify the purposes of the
meeting. Attendance of any director at a special meeting
(or participation in the meeting through use of telephone
or other communications equipment) without protesting,
prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of
notice of the meeting, and notice of a special meeting may
be waived in writing, either before or after the holding of
the meeting, by any director, which writing shall be filed
with or entered upon the records of the meeting. Unless
otherwise indicated in the notice of a special meeting, any
business may be transacted at that meeting.
SECTION 7. QUORUM; ADJOURNMENT. A quorum
of the Board of Directors shall consist of a majority of
the directors then in office provided, that a majority of
the directors present at a meeting duly held, whether or
not a quorum is present, may adjourn the meeting from time
to time. If any meeting is adjourned, notice of the ad-
journment need not be given if the time and place to which
the meeting is adjourned are fixed and announced at the
meeting. At each meeting of the Board of Directors at
which a quorum is present, all questions and business shall
be determined by a majority vote of those present, except
as otherwise expressly provided in these Regulations.
<PAGE> 7
SECTION 8. ACTION WITHOUT A MEETING. Any
action which may be authorized or taken at a meeting of the
Board of Directors may be authorized or taken without a
meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all of the directors, which
writing or writings shall be filed with or entered upon the
records of the Company.
SECTION 9. COMMITTEES. The Board of Direc-
tors may at any time appoint from its members an Executive,
Finance, or other committee or committees, consisting of
such number of members, not less than three, as the Board
of Directors may deem advisable together with such alter-
nates as the Board of Directors may deem advisable to take
the place of any absent member or members at any meeting of
the committee. Each member and each alternate shall hold
office during the pleasure of the Board of Directors. Any
committee shall act only in the intervals between meetings
of the Board of Directors and shall have such authority of
the Board of Directors as may, from time to time, be dele-
gated to it by the Board of Directors, except the authority
to fill vacancies in the Board of Directors or in any com-
mittee of the Board of Directors. Subject to these excep-
tions, any person dealing with the Company shall be entitled
to rely upon any act or authorization of an act by any
committee to the same extent as an act or authorization of
the Board of Directors. Each committee shall keep full and
complete records of all meetings and actions, which shall
be open to inspection by the directors. Unless otherwise
ordered by the Board of Directors, any committee may pre-
scribe its own rules for calling and holding meetings and
for its own method of procedure and may act at a meeting by
a majority of its members or without a meeting by a writing
or writings signed by all of its members.
ARTICLE III
-----------
OFFICERS
--------
SECTION 1. ELECTION AND DESIGNATION OF
OFFICERS. The Board of Directors shall elect a President,
a Secretary, a Treasurer, and, in its discretion, may elect
a Chairman of the Board, one or more Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treas-
urers, and such other officers as it deems necessary. The
Chairman of the Board and the President shall be directors,
but none of the other officers need be a director. Any two
or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instru-
ment in more than one capacity if the instrument is re-
quired to be executed, acknowledged, or verified by two or
more officers.
<PAGE> 8
SECTION 2. TERM OF OFFICE; VACANCIES. Each
officer of the Company shall hold office until the next
organizational meeting of the Board of Directors and until
his successor is elected or until his earlier resignation,
removal from office, or death. The Board of Directors may
remove any officer at any time with or without cause by a
majority vote of the directors then in office. Any vacancy
in any office may be filled by the Board of Directors.
SECTION 3. CHAIRMAN OF THE BOARD. The
Chairman of the Board, if any, shall preside at all meet-
ings of the Board of Directors, shall, unless that duty has
been delegated by the Board of Directors to the President
or another officer, preside at all meetings of the share-
holders, and shall have such authority and shall perform
such other duties as may be determined by the Board of
Directors.
SECTION 4. PRESIDENT. The President shall
preside at all meetings of the shareholders and at all
meetings of the Board of Directors, except for meetings at
which the Chairman of the Board, if any, presides in
accordance with the preceding Section. Subject to direc-
tions of the Board of Directors and to the delegation by
the Board of Directors to the Chairman of the Board of
specific or general executive supervision, the President
shall have general executive supervision over the property,
business, and affairs of the Company. He may execute all
authorized deeds, mortgages, bonds, contracts, and other
obligations in the name of the Company and shall have such
other authority and shall perform such other duties as may
be determined by the Board of Directors.
SECTION 5. VICE PRESIDENTS. Each Vice
President shall have such authority and perform such duties
as may be determined by the Board of Directors.
SECTION 6. SECRETARY. The Secretary shall
keep the minutes of meetings of the shareholders and of the
Board of Directors. He shall keep such books as may be
required by the Board of Directors, shall give notices of
meetings of the shareholders and of the Board of Directors
required by law, by these Regulations, or otherwise, and
shall have such authority and shall perform such other
duties as may be determined by the Board of Directors.
SECTION 7. TREASURER. The Treasurer shall
receive and have in charge all money, bills, notes, bonds,
stocks in other corporations, and similar property belong-
ing to the Company, and shall deal with this property as
<PAGE> 9
may be ordered by the Board of Directors. He shall keep
accurate financial accounts and hold them open for inspec-
tion and examination by the directors and shall have such
authority and shall perform such other duties as may be
determined by the Board of Directors.
SECTION 8. OTHER OFFICERS. The Assistant
Secretaries, Assistant Treasurers, and other officers, if
any, whom the Board of Directors may elect shall each have
such authority and perform such duties as may be determined
by the Board of Directors.
SECTION 9. DELEGATION OF AUTHORITY AND
DUTIES. The Board of Directors is authorized to delegate
the authority and duties of any officer to any other offi-
cer and generally to control the action of the officers and
to require the performance of duties in addition to those
mentioned in these Regulations.
ARTICLE IV
----------
COMPENSATION
------------
SECTION 1. DIRECTORS AND MEMBERS OF COM-
MITTEES. Members of the Board of Directors and members of
any committee of the Board of Directors shall, as such,
receive such compensation, which may be either a fixed sum
for attendance at each meeting of the Board of Directors or
of the committee or may be stated compensation payable at
intervals, or may otherwise be compensated as determined by
or pursuant to authority conferred by the Board of Direc-
tors or any committee of the Board of Directors, which
compensation may be in different amounts for various mem-
bers of the Board of Directors or of any committee. No
member of the Board of Directors and no member of any com-
mittee of the Board of Directors shall be disqualified from
being counted in the determination of a quorum or from
acting at any meeting of the Board of Directors or of a
committee by reason of the fact that matters affecting his
own compensation as a director, member of a committee,
officer, or employee are to be determined.
SECTION 2. OFFICERS AND EMPLOYEES. The
compensation of officers and employees of the Company, or
the method of fixing their compensation, shall be deter-
mined by or pursuant to authority conferred by the Board of
Directors or any committee of the Board of Directors.
Compensation may include pension, disability, and death
benefits and may be by way of fixed salary, on the basis of
earnings, any combination thereof, or otherwise, as may be
<PAGE> 10
determined or authorized from time to time by the Board of
Directors or any committee of the Board of Directors.
ARTICLE V
---------
INDEMNIFICATION OF DIRECTORS,
-----------------------------
OFFICERS, AND EMPLOYEES
-----------------------
The Company shall indemnify, to the full
extent permitted or authorized by the Ohio General Corpora-
tion Law as it may from time to time be amended, any person
made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by rea-
son of the fact that he is or was a director, officer, or
employee of the Company, or is or was serving at the re-
quest of the Company as a director, trustee, officer,
employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint ven-
ture, trust or other enterprise. The indemnification pro-
vided by this Article V shall not be deemed exclusive of
any other rights to which any person seeking indemnifica-
tion may be entitled under the articles of incorporation or
the regulations, or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office, and shall continue as to a per-
son who has ceased to be a director, officer, or employee
and shall inure to the benefit of the heirs, executors, and
administrators of that person.
ARTICLE VI
----------
RECORD DATES
------------
For any lawful purpose, including, without
limitation, the determination of the shareholders who are
entitled to receive notice of or to vote at a meeting of
shareholders, the Board of Directors may fix a record date
in accordance with the provisions of the Ohio General Cor-
poration Law. The record date for the purpose of the
determination of the shareholders who are entitled to re-
ceive notice of or to vote at a meeting of shareholders
shall continue to be the record date for all adjournments
of the meeting, unless the Board of Directors or the per-
sons who have fixed the original record date shall, subject
to the limitations set forth in the Ohio General Corpora-
tion Law, fix another date and cause notice thereof and of
the date to which the meeting has been adjourned to be
given to shareholders of record as of the newly fixed date
<PAGE> 11
in accordance with the same requirements as those applying
to a meeting newly called. The Board of Directors may
close the share transfer books against transfers of shares
during the whole or any part of the period provided for in
this Article, including the date of the meeting of share-
holders and the period ending with the date, if any, to
which it is adjourned. If no record date is fixed there-
for, the record date for determining the shareholders who
are entitled to receive notice of or to vote at a meeting
of shareholders shall be the date next preceding the day on
which notice is given, or the date next preceding the day
on which the meeting is held, as the case may be.
ARTICLE VII
-----------
CERTIFICATES FOR SHARES
-----------------------
SECTION 1. FORM OF CERTIFICATES AND SIGNA-
TURES. Each holder of shares shall be entitled to one or
more certificates signed by the Chairman of the Board, the
President, or a Vice President and by the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant
Treasurer of the Company and certifying the number and
class of shares held by him, but no certificate for shares
shall be executed or delivered until the shares are fully
paid. When a certificate is countersigned by an incorpo-
rated transfer agent or registrar, the signature of any
officer of the Company may be facsimile, engraved, stamped,
or printed. Although any officer of the Company whose
manual or facsimile signature is affixed to a certificate
ceases to be that officer before the certificate is de-
livered, the certificate nevertheless shall be effective in
all respects when delivered.
SECTION 2. TRANSFER OF SHARES. Shares of
the Company shall be transferable upon the books of the
Company by the holders thereof, in person or by a duly
authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class
or series, with duly executed assignment and power of
transfer endorsed thereon or attached thereto, and with
such proof of the authenticity of the signatures to the
assignment and power of transfer as the Company or its
agents may reasonably require.
SECTION 3. LOST, STOLEN, OR DESTROYED CER-
TIFICATES. The Company may issue a new certificate for
shares in place of any certificate theretofore issued by it
and alleged to have been lost, stolen, or destroyed, and
the Board of Directors may, in its discretion, require the
<PAGE> 12
owner, or his legal representatives, to give the Company a
bond containing such terms as the Board of Directors may
require to protect the Company or any person injured by the
execution and delivery of the new certificate.
SECTION 4. TRANSFER AGENT AND REGISTRAR.
The Board of Directors may appoint, or revoke the appoint-
ment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of the
transfer agents and registrars, or any of them.
ARTICLE VIII
------------
CORPORATE SEAL
--------------
The Ohio General Corporation Law provides
that the absence of a corporate seal from any instrument
executed on behalf of the Company does not affect the
validity of the instrument. If, in spite of that provi-
sion, a seal is imprinted on or attached, applied, or af-
fixed to an instrument by embossment, engraving, stamping,
printing, typing, adhesion, or other means, the impression
of the seal on the instrument shall be circular in form and
shall contain the name of the Company and the words "cor-
porate seal".
ARTICLE IX
----------
AMENDMENTS
----------
The Regulations of the Company may be
amended, or new Regulations may be adopted, by the share-
holders at a meeting held for that purpose by the affirma-
tive vote of the holders of shares entitling them to
exercise a majority of the voting power on that proposal or
without a meeting by the written consent of the holders of
shares entitling them to exercise two-thirds of the voting
power on that proposal. If the Regulations are amended or
new Regulations are adopted without a meeting of the share-
holders, the Secretary of the Company shall mail a copy of
the amendment or the new Regulations to each shareholder
who would have been entitled to vote thereon and did not
participate in the adoption thereof.
<PAGE> 1
Exhibit 10-b
NORDSON CORPORATION
1979 EMPLOYEES STOCK OPTION PLAN
AS AMENDED OCTOBER 27, 1980
1. PURPOSE. This 1979 Employees Stock
Option Plan (the "Plan") is designed to enable Nordson
Corporation ("Nordson") and its subsidiaries, by the grant
of options to purchase Common Shares of Nordson, to retain
and attract executive, managerial, technical, and
professional personnel for Nordson and its subsidiaries
and to provide additional incentive to such personnel
through increased stock ownership.
2. ADMINISTRATION. The Plan shall be
administered by the Compensation Committee of Nordson's
Board of Directors (the "Committee"), which shall consist
of not less than three Directors appointed by and serving
during the pleasure of Nordson's Board of Directors. No
Director who has at any time within one year been eligible
to participate in the Plan, or in any employee stock
purchase plan or in any other stock option or stock
appreciation rights plan of Nordson or any of its
affiliates, may serve as a member of the Committee. The
Committee shall have full power and authority to grant
options under the Plan and to interpret the provisions
and to supervise the administration of the Plan. All
decisions of the Committee shall be made by not less than
a majority of its members and shall be final.
3. SHARES SUBJECT TO THE PLAN. The shares
subject to this Plan are Nordson's authorized Common Shares with a
par value of $1 each ("Common Shares") and may be authorized but
unissued or treasury shares as the Committee may from time to time
determine. The total number of Common Shares that may be issued and
sold upon the exercise of options granted under the Plan may not exceed
200,000, giving effect to the 2-for-1 stock split declared on November
19, 1979, subject to adjustment in accordance with Section 12. Nordson
may reacquire Common Shares at the time options are exercised or from
time to time in advance, whenever the Board of Directors deems such
purchase advisable. If an option is surrendered or ceases to be
exercisable for any reason other than the exercise of related stock
appreciation rights, the Common Shares as to which the option has ceased
to be exercisable shall again be available for offering under the Plan.
Upon exercise of stock appreciation rights, the option or applicable
part of the option related to the stock appreciation rights shall be
deemed to have been exercised, and the Common Shares that would otherwise
have been issued upon exercise of the option shall not again be available
for offering under the Plan.
<PAGE> 2
4. ELIGIBLE EMPLOYEES. The Committee shall,
from time to time, designate the employees to whom options
are granted. Options may be granted to any salaried em-
ployee of Nordson or of any subsidiary with executive,
managerial, technical, or professional responsibility,
including any Director or officer who is a salaried em-
ployee. An employee may hold more than one option.
5. OPTION PRICE. The option price under
each option shall be determined by the Committee or by
the Board of Directors and may not be less than 100% of
the fair market value of the Common Shares on the date
of the granting of the option. In no event, however, may
previously unissued Common Shares be issued at a price
less than that permitted by the Ohio General Corporation
Law. The fair market value shall, for purposes of the
Plan, be determined by the Committee.
6. NOTICE OF GRANT OF OPTION. Upon the
granting of any option to an employee, the Committee shall
promptly cause the employee to be notified of the grant
and terms of the option. The date on which the Committee
approves the grant of the option shall be considered to
be the date on which the option is granted.
7. EXERCISE OF OPTIONS.
(a) The date on which each option becomes
exercisa shall be determined by the Committee or by the
Board of Directors on or before grant of the option.
On and after that date the option may be exercised in
whole or, from time to time, in part at any time during
the life of the option.
(b) Notwithstanding any exercise date determined
by the Committee or by the Board of Directors under
Subsection (a), an option shall become exercisable in
whole or in part prior to any merger or consolidation in
which Nordson is not the surviving corporation, any sale of
all or substantially all of the assets of Nordson, any
liquidation or dissolution of Nordson, or the termination
of any tender or exchange offer for 25% or more of the total
number of outstanding Common Shares, unless the corporation
surviving the merger or consolidation, acquiring the assets,
or making the exchange offer assumes or substitutes new
options for all options outstanding under the Plan on a
basis approved by the Committee. As soon as practicable
<PAGE> 3
prior to the anticipated effective date of
any such proposed transaction, the Com-
mittee shall cause to be given to each
optionee written notice identifying the
proposed transaction and specifying a date,
which shall not be more than 10 days prior to the
anticipated effective date of the proposed
transaction, prior to which the option may
be exercised. The exercise of an option
which becomes exercisable under this Sub-
section (b) shall be, and the exercise of an
option which is already exercisable without
regard to this Subsection (b) in the discre-
tion of the optionee may be, conditioned
upon consummation of the proposed transaction,
in which case the optionee need not make
payment for the Common Shares to be purchased
upon exercise of the option until five days
after written notice by Nordson to the
optionee that the proposed transaction has
been consummated.
(c) No fraction of a Common
Share may be purchased upon exercise of an
option.
8. EXERCISE OF OPTIONS AFTER TERMINATION
OF EMPLOYMENT. No option may be exercised after termination
of an optionee's employment for any reason except as pro-
vided in this Section 8.
(a) If the termination of em-
ployment is due to permanent disability or
to retirement under the applicable retirement
plan or policy of Nordson or of a subsidiary,
the optionee shall have the right to exercise
the option in whole or in part within the
earlier of (i) three months after the date
of the termination of the optionee's employ-
ment or (ii) the expiration of the life of
the option.
(b) If the termination of employ-
ment is due to the death of the optionee,
the optionee's estate, personal representative,
or beneficiary shall have the right to exer-
cise the option in whole or in part within
the earlier of (i) 12 months after the date
of the optionee's death or (ii) the expiration
of the life of the option.
(c) If the termination of employ-
ment is due to any reason other than permanent
disability, retirement under the applicable
<PAGE> 4
retirement plan or policy of Nordson or
of a subsidiary, or death, the optionee
may exercise the option in whole or in
part only with the consent of the Committee.
In such event, the consent of the Committee
must be obtained and the option exercised
within the earlier of (i) three months after
the date of the termination of the optionee's
employment or (ii) the expiration of the
life of the option.
9. TERMINATION OF OPTIONS.
(a) Unless terminated earlier
under Subsection (b) or (c) of this
Section 9, an option granted under the
Plan shall terminate, and the right of the
optionee or of any other person to purchase
Common Shares upon exercise of the option
shall expire, at the time determined by
the Committee and specified in the notice
of grant of the option, which may not be
later than ten years from the date the option
is granted.
(b) An option shall terminate,
and the right of the optionee or of any
other person to purchase Common Shares
upon exercise of the option shall expire,
upon consummation of any merger or consol-
idation in which Nordson is not the sur-
viving corporation, any sale of all or sub-
stantially all of the assets of Nordson, or
any liquidation or dissolution of Nordson.
(c) If this Plan is not approved
by Nordson's shareholders within 12 months
before or after the Plan is adopted by
Nordson's Board of Directors, any option
granted shall be terminated, and the right
of the optionee or any other person to
purchase Common Shares upon exercise of the
option shall expire.
10. EXERCISE OF OPTIONS AND PAYMENT FOR SHARES.
Options shall be exercised by delivery of written notice of
exercise to Nordson accompanied, except as provided in
Section 7(b), by payment of the option price. Common Shares
subject to an option shall be issued or, in the case of
treasury shares, sold only upon exercise of the option in
whole or in part and, except as provided in Section 7(b),
upon full payment of the option price. Payment of the
option price shall be made in cash, by delivery of Common
Shares, or partly in cash and partly by delivery of Common
Shares. Any Common Shares so delivered shall be valued
<PAGE> 5
at the mean between the highest and lowest selling prices
of the Common Shares as reported by the National Association
of Securities Dealers through NASDAQ for the date on which
the option is exercised. If no sales are reported on the
exercise date, the Common Shares shall be valued in
accordance with Treasury Regulation, Section 20.2031-2.
An optionee shall have none of the rights of a shareholder
with respect to the Common Shares subject to the option
until the Common Shares are issued or transferred to him.
11. ASSIGNABILITY. An option granted under
the Plan may not be transferred or assigned by the optionee,
otherwise than by will or the laws of descent and distri-
bution to the extent contemplated by Section 8(b), and may
be exercised during the optionee's lifetime only by him or
by his guardian or legal representative. A corporation
surviving a merger or consolidation with Nordson, acquiring
all or substantially all of the assets of Nordson, or
acquiring 25% or more of the total number of outstanding
Common Shares may, without the consent of the optionee,
assume or substitute a new option for an option granted
under the Plan, provided the Committee approves the basis
on which the assumption or substitution is made.
12. ADJUSTMENTS UPON CHANGE IN SHARES.
In the event of any change in the Common Shares subject
to this Plan or to an option granted under the Plan by
reason of a merger, consolidation, reorganization, or other
corporate transaction or of a stock dividend, stock split,
or other capital adjustment, the total number and class
of shares that may be issued and sold upon exercise of
options to be granted under the Plan, the number and class
of shares subject to each outstanding option, and the option
price with respect to such shares shall be appropriately
adjusted by the Committee, whose determination shall be
final.
13. SUBSTITUTE STOCK OPTIONS. Notwithstanding
any other provisions to this Plan, options may be granted
under this Plan in substitution for options to purchase
shares of capital stock of another corporation which is
merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by
Nordson or a subsidiary of Nordson. The terms, provisions,
and benefits to optionees of such substitute options shall
in all respects be identical to the terms, provisions, and
benefits to optionees of the options of the other corporation
on the date of substitution, except that such substitute
options shall provide for the purchase of Common Shares
of Nordson instead of shares of such other corporation.
<PAGE> 6
14. PURCHASE FOR INVESTMENT. Each person
exercising an option may be required by Nordson to furnish
a representation that he is acquiring the Common Shares upon
exercise of the option as an investment and not with a view
to distribution if Nordson, in its sole discretion, deter-
mines that the representation is needed to insure that the
resale or other disposition of the Common Shares will not
involve a violation of the Securities Act of 1933, as
amended, or of applicable state securities laws. Any such
representation shall cease to be applicable when the repre-
sentation is no longer needed for such purpose. To assure
compliance with the representation, Nordson may place a
legend or other symbol on any certificate for Common Shares
issued or sold under the Plan and may issue stop transfer
orders or similar instructions to the transfer agent for
its Common Shares.
15. COMPLIANCE WITH SECURITIES LAWS. No
Common Shares may be issued and sold and no share certifi-
cate may be delivered upon exercise of an option until
Nordson has taken all actions then required to comply with
the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the Ohio Securities Act,
as amended, any other applicable state securities laws, and
any exchange on which the Common Shares may be listed.
16. DURATION AND TERMINATION OF THE PLAN.
The Plan shall remain in effect until October 31, 1989,
and shall then terminate, unless terminated at an earlier
date by action of the Board of Directors; provided, however,
that termination of the Plan shall not affect options
previously granted.
17. AMENDMENT OF THE PLAN. The Board of
Directors may from time to time amend this Plan, although
no such amendment may, without the approval of shareholders,
increase the total number of Common Shares that may be
issued and sold upon exercise of options granted under the
Plan (except in accordance with Section 12), reduce the option
price at which options may be exercised, extend the time
within which options may be granted under the Plan or the
time within which an option may be exercised, or change the
requirements relating to either eligibility for participa-
tion in the Plan or administration of the Plan. Except in
accordance with Section 12, neither the Board of Directors
nor the Committee may, without the consent of the optionee,
alter or impair an option previously granted under the Plan.
18. EFFECTIVE DATE. This Plan shall become
effective when adopted by Nordson's Board of Directors,
subject to approval by Nordson's shareholders within 12 months
before or after such adoption.
Adopted by the Board of Directors
November 19, 1979
<PAGE> 1
Exhibit 10-b-1
NORDSON CORPORATION
RESOLUTION AMENDING 1979 EMPLOYEES
STOCK OPTION PLAN TO PROVIDE FOR OPTIONS
EXERCISABLE IN INSTALLMENTS
April 20, 1982
RESOLVED, that Section 7(a) of the Company's 1979 Employees Stock Option
Plan (the "Option Plan") be, and hereby is, amended to read as follows:
(a) Each option shall become exercisable at such time or times, wholly
or in such installments, as the Committee may determine at the time of grant.
Any option that, at the time of grant, is exercisable in installments may be
subsequently accelerated to the extent determined by the Committee, provided
that no part of an option, as accelerated, shall become exercisable before
the first installment of the option, prior to acceleration, would have become
exercisable.
<PAGE> 1
Exhibit 10-c
NORDSON CORPORATION
1982 INCENTIVE STOCK OPTION PLAN
1. PURPOSE. This 1982 Incentive Stock Option Plan (the "Plan") is designed
to enable Nordson Corporation ("Nordson") and its subsidiaries, by the grant of
options to purchase Common Shares of Nordson, to retain and attract executive,
managerial, technical, and professional personnel for Nordson and its
subsidiaries and to provide additional incentive to such personnel through
increased stock ownership. The options which may be granted under this Plan
are intended to meet the requirements of "incentive stock options" within the
meaning of Section 422A of the Internal Revenue Code, as amended by the
Economic Recovery Tax Act of 1981 (the "Code").
2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of Nordson's Board of Directors (the "Committee"), which shall
consist of not less than three Directors appointed by and serving during the
pleasure of Nordson's Board of Directors. No Director who has at any time
within one year been eligible to participate in the Plan, in any employee stock
purchase plan or restricted stock plan, or in any other stock option or stock
appreciation rights plan of Nordson or any of its affiliates may serve as a
member of the Committee. The Committee shall have full power and authority to
grant options under the Plan and to interpret the provisions and to supervise
the administration of the Plan. All decisions of the Committee shall be made
by not less than a majority of its members and shall be final.
3. SHARES SUBJECT TO THE PLAN. The shares subject to this Plan are
Nordson's authorized Common Shares with a par value of $1 each ("Common
Shares") and may be authorized but unissued or treasury shares as the committee
may from time to time determine. The total number of Common Shares that may be
issued and sold upon the exercise of options granted under the Plan may not
exceed 100,000, subject to adjustment in accordance with Section 12. Nordson
may reacquire Common Shares at the time options are exercised, or acquire
Common Shares from time to time in advance, whenever the Board of Directors
deems such acquisition advisable. If an option is surrendered or ceases to be
exercisable for any reason other than the exercise of related stock
appreciation rights, the Common Shares as to which the option has ceased to be
exercisable shall again be available for offering under the Plan. Upon
exercise of stock appreciation rights, the option or applicable part of the
option related to the stock appreciation rights shall be deemed to have been
exercised, and the Common Shares that would otherwise have been issued upon
exercise of the option shall not again be available for offering under the
Plan.
<PAGE> 2
4. ELIGIBLE EMPLOYEES. The committee shall, from time to time, designate
the employees to whom options are granted. Options may be granted to any
salaried employee of Nordson or of any subsidiary with executive, managerial,
technical, or professional responsibility, including any Director or officer
who is a salaried employee, except that no employee may be granted an option
under this Plan if at the time of grant the employee owns Common Shares and any
other stock of Nordson possessing in the aggregate, more than 10% of the total
combined voting power of all classes of stock of Nordson. An employee may hold
more than one option. The aggregate fair market value, determined as of the
date of grant of the option, of the Common Shares for which an employee may be
granted incentive stock options during any calendar year under this Plan or any
other stock option plans of Nordson and its parent and subsidiaries shall not
exceed $100,000 plus any unused limit carryover to such year.
5. OPTION PRICE. The option price under each option shall be determined by
the Committee or by the Board of Directors and may not be less than 100% of
the fair market value of the Common Shares on the date of the granting of the
option. In no event, however, may previously unissued Common Shares be issued
at a price less than that permitted by the Ohio General Corporation Law.
6. NOTICE OF GRANT OF OPTION. Upon the granting of any option to an
employee, the Committee shall promptly cause the employee to be notified of the
grant and terms of the option. The date on which the Committee approves the
grant of the option shall be considered to be the date on which the option is
granted.
7. LIMITATIONS ON EXERCISE OF OPTIONS. An employee to whom an option has
been granted must remain in the continuous employ of Nordson or a subsidiary
(or of a corporation, or a parent or subsidiary of such corporation, issuing or
assuming the option in a transaction to which Section 425(a) of the Code
applies) at all times during the period beginning on the date of the granting
of the option and ending on the day three months before the date of exercise of
the option. No option may be exercised for one year from the date on which the
option is granted. Thereafter until the option expires, the option may be
exercised at any time as to all, and from time to time as to part, of the
Common Shares subject to the option. Notwithstanding any of the provisions of
this Plan, no incentive stock option granted hereunder may be exercised while
there is outstanding any incentive stock option which was granted, before the
granting of such option, to the employee to purchase Common Shares of Nordson.
An incentive stock option is considered to be outstanding until it is exercised
in full or expires by reason of lapse of time.
No fraction of a Common Share may be purchased upon exercise of an option.
<PAGE> 3
8. EXERCISE OF OPTIONS AFTER TERMINATION OF EMPLOYMENT. No option may be
exercised after termination of an optionee's employment for any reason except
as provided in this Section 8.
(a) If the termination of employment is due to permanent disability or to
retirement under the applicable retirement plan or policy of Nordson or of a
subsidiary, the optionee shall have the right to exercise the option in
whole or in part within the earlier of (i) three months after the date of
the termination of the optionee's employment or (ii) expiration of the
option, except that, in the event of "permanent and total disability" within
the meaning of Section 105(d)(4) of the Code, the period in (i) above shall
be 12 months.
(b) If the termination of employment is due to the death of the optionee,
the optionee's estate, personal representative, or beneficiary shall have
the right to exercise the option in whole or in part within the earlier of
(i) twelve months after the date of the optionee's death or (ii) expiration
of the option.
9. TERMINATION OF OPTIONS.
(a) Unless terminated earlier under Subsection (b) or (c) of this Section
9, an option granted under the Plan shall terminate, and the right of the
optionee or of any other person to purchase Common Shares upon exercise of
the Option shall expire, at the time determined by the Committee when the
option is granted and specified in the notice of grant of the option, which
may not be later than ten years from the date the option is granted.
(b) An option shall terminate, and the right of the optionee or of any
other person to purchase Common Shares upon exercise of the option shall
expire, upon the substitution of a new option on a basis approved by the
Committee pursuant to Section 11.
(c) If this Plan is not approved by Nordson's shareholders within 12
months before or after the Plan is adopted by Nordson's Board of Directors,
any option granted shall be terminated, and the right of the optionee or any
other person to purchase Common Shares upon exercise of the option shall
expire.
10. EXERCISE OF OPTIONS AND PAYMENT FOR SHARES. Options shall be exercised
by delivery of written notice of exercise to Nordson accompanied by payment of
the option price. Upon exercise of an option, the purchase price shall be
payable in cash or, if determined by the Committee when the option is granted
and specified in the notice of grant of the option, either (a) through the
transfer to the Corporation by the employee of Common Shares having a current
market value equal to the purchase price or (b) by
<PAGE> 4
a combination of cash and the transfer of Common Shares. Common Shares subject
to an option shall be issued or, in the case of treasury shares, sold only upon
exercise of the option in whole or in part and upon full payment of the option
price. An optionee shall have none of the rights of a shareholder with respect
to the Common Shares subject to the option until the Common Shares are issued
or transferred to him.
11. ASSIGNABILITY. An option granted under the Plan may not be transferred
or assigned by the optionee, otherwise than by will or the laws of descent and
distribution to the extent contemplated by Section 8(b), and may be exercised
during the optionee's lifetime only by him. A corporation surviving a merger
or consolidation with Nordson, acquiring all or substantially all of the assets
of Nordson, or acquiring 25% or more of the total number of outstanding Common
Shares may, without the consent of the optionee, assume or substitute a new
option for an option granted under the Plan, provided the Committee approved
the basis on which the assumption or substitution is made.
12. ADJUSTMENTS UPON CHANGE IN SHARES. In the event of any change in the
Common Shares subject to this Plan or to an option granted under the Plan by
reason of a merger, consolidation, reorganization, or other corporate
transaction or of a stock dividend, stock split, or other capital adjustment,
the total number and class of shares that may be issued and sold upon exercise
of options to be granted under the Plan, the number and class of shares subject
to each outstanding option, and the option price with respect to such shares
shall be appropriately adjusted by the Committee, whose determination shall be
final.
13. SUBSTITUTE STOCK OPTIONS. Notwithstanding any other provisions of this
Plan, options may be granted under this Plan in substitution for options to
purchase shares of capital stock of another corporation which is merged into,
consolidated with, or all or a substantial portion of the property or stock of
which is acquired by Nordson or a subsidiary of Nordson. The terms,
provisions, and benefits to optionees of such substitute options may in any or
all respects be identical to the terms, provisions, and benefits to optionees
of the options of the other corporation on the date of substitution, except
that such substitute options shall provide for the purchase of Common Shares of
Nordson instead of shares of such other corporation.
14. PURCHASE FOR INVESTMENT. Each person exercising an option may be
required by Nordson to furnish a representation that he is acquiring the Common
Shares upon exercise of the option as an investment and not with a view to
distribution if Nordson, in its sole discretion, determined that the
representation is needed to insure that the resale or other disposition of the
Common Shares will not involve a violation of the Securities Act of 1933, as
amended, or of applicable state securities laws. Any such representation shall
cease to be applicable when the representation is no longer needed for such
purpose. To assure compliance with
<PAGE> 5
the representation, Nordson may place a legend or other symbol on any
certificate for Common Shares issued or sold under the Plan and may issue stop
transfer orders or similar instructions to the transfer agent for its Common
Shares.
15. COMPLIANCE WITH SECURITIES LAWS. No Common Shares may be issued and
sold and no share certificate may be delivered upon exercise of an option until
Nordson has taken all actions then required to comply with the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Ohio
Securities Act, as amended, any other applicable state securities laws, and any
exchange on which the Common Shares may be listed.
16. DURATION AND TERMINATION OF THE PLAN. The Plan shall remain in effect
until December 31, 1991, and shall then terminate, unless terminated at an
earlier date by action of the Board of Directors; provided, however, that
termination of the Plan shall not affect options previously granted.
17. AMENDMENT OF THE PLAN. The Board of Directors may from time to time
amend this Plan, although no such amendment may, without the approval of
shareholders, increase the total number of Common Shares that may be issued and
sold upon exercise of options granted under the Plan (except in accordance with
Section 12), reduce the option price at which options may be exercised, extend
the time within which options may be granted under the Plan or the time within
which an option may be exercised, or change the requirements relating to either
eligibility for participation in the Plan or administration of the Plan.
Except in accordance with Section 12, neither the Board of Directors nor the
Committee may, without the consent of the optionee, impair an option previously
granted under the Plan.
18. EFFECTIVE DATE. This Plan shall become effective when adopted by
Nordson's Board of Directors, subject to approval by Nordson's shareholders
within 12 months before or after such adoption.
Adopted by the Board of Directors
January 18, 1982
<PAGE> 1
Exhibit 10-c-1
NORDSON CORPORATION
RESOLUTION AMENDING 1982 INCENTIVE
STOCK OPTION PLAN TO PROVIDE FOR OPTIONS
EXERCISABLE IN INSTALLMENTS AND
GRANTING OPTIONS
April 20, 1982
RESOLVED, that the third sentence
in Section 7 of the Company's 1982 Incentive
Stock Option Plan (the "Plan") be, and hereby
is, deleted and the following sentence inserted
in its place:
Thereafter, each option shall become exercisable
at such time or times, wholly or in such installments,
as the Committee may determine at the time of grant.
RESOLVED FURTHER, that incentive stock options be,
and hereby are, granted under the Plan to the persons
named, and for the respective numbers of shares, in-
dicated on the list attached to this resolution, with
a term of five years ending at the close of business on
April 19, 1987, exercisable in cumulative installments of
25% per year beginning on April 20, 1983, at an option
price of $20.75 per share.
RESOLVED FURTHER, that pursuant
to Section 10 of the Plan, this Board hereby
determined that the option price may be paid
in cash, by delivery of Common Shares of the
Company, or partly in cash and partly by
delivery of Common Shares.
<PAGE> 1
Exhibit 10-e
NORDSON CORPORATION
BOARD OF DIRECTORS
DEFERRED COMPENSATION PLAN
AS AMENDED OCTOBER 27, 1988
This Deferred Compensation Plan (hereinafter referred
to as the "Plan") affords the members of the Board of Directors
of Nordson Corporation (the "Company") and members of the
Compensation Committee, the Audit Committee, and other Committees
appointed by the Board of Directors of the Company the right to
defer the receipt, to a later period of time, of all or a portion
of the fees (including quarterly retainer fees, meeting fees, and
such special or other fees as may be authorized by the Board of
Directors, all of which shall be referred to herein as "Directors
Compensation") paid to them by reason of their serving on the
Board and, if applicable, on Committees of the Board. The Plan
provides that the Directors Compensation shall, at the option of
each Director who elects to defer Directors Compensation, be
either credited to an account maintained for him by the Company
as cash or allocated as stock equivalent units ("Stock Units")
representing Common Shares of the Company ("Common Shares"). The
purpose of the Plan is to provide an incentive for service on the
Board of Directors by permitting Directors to defer the receipt
of Directors Compensation, as well as an additional incentive to
Directors through the indirect equity participation represented
by the Stock Units. References in this Plan to a "year" or to a
<PAGE> 2
"quarter" are to a calendar year or quarter. The provisions of
the Plan are as follows:
1. ELECTIONS TO DEFER DIRECTORS COMPENSATION.
(a) TIME OF ELECTION. Any person who is
appointed to fill a vacancy on the Board, or is newly elected as
a Director, may elect at any time within the first Window Period
(as hereinafter defined) after commencement of his term as
Director to defer the receipt of all or a specified portion of
his Directors Compensation for the balance of the year in which
his term begins and succeeding years. Any Director who does not
make such an election within the first Window Period after
commencement of his term as a Director, may thereafter elect
within the last Window Period in any year to defer the receipt of
Directors Compensation for the year following his election and
succeeding years. For purposes of the Plan, a Window Period
shall be the period beginning on the third business day following
the date of the release of quarterly or annual summary statements
of sales and earnings of the Company and ending on the twelfth
business day following the date of such release.
(b) DURATION OF AN ELECTION. An election to
defer Directors Compensation shall be irrevocable and shall
continue from year to year until a Director terminates the
election by written request or until the end of the year
preceding the initial distribution to the Director under the
schedule set forth in Section 3 hereof, whichever first occurs,
but, in the event of a termination, the amount theretofore
<PAGE> 3
deferred shall not be paid to the Director until the dates
specified in the schedule set forth in Section 3 hereof.
(c) ELECTION TO DEFER LESS THAN ALL DIRECTORS
COMPENSATION. In the event that any Director elects to defer
less than all of the Directors Compensation payable to him for
any period, the Company shall first pay the non-deferred portion
of the Directors Compensation to the Director in cash and shall
only commence to defer his Directors Compensation, whether as
cash or as Stock Units, at such time as the entire non-deferred
portion has been paid to the Director in cash.
2. Election of Cash or Stock Units.
(a) TIME OF ELECTION. At the time that each
Director makes an election to defer the receipt of all or a
specified portion of his Directors Compensation, the Director
shall designate whether the amount of the Directors Compensation
he elects to defer shall be credited to his account as cash or
allocated as Stock Units. Moreover, each Director who, prior to
the amendment of the Plan on May 30, 1986, has elected to defer
the receipt of all or a portion of his Directors Compensation
and, as a result, has an amount credited to his account as cash
may elect (i) to have the cash credited to his account as of May
30, 1986 converted into Stock Units equal in number to the
quotient of the amount of cash credited to his account at that
time divided by the Market Price (as hereinafter defined) of the
Common Shares on May 30, 1986, and (ii) to have the Directors
Compensation he elects to defer in the future allocated to his
<PAGE> 4
account as Stock Units. For purposes of the Plan, the Market
Price of Common Shares on a particular date shall be the closing
price of the Common Shares on the immediately preceding trading
date as quoted in the NASDAQ system for national market issues.
(b) CASH CREDITS. The Company shall establish
and maintain an account for each Director who elects to defer as
cash Directors Compensation due after May 30, 1986 and shall
credit his account (i) on the first day of each month after May
1986 with the amount of Directors Compensation he elects to defer
which otherwise would have been paid to him during the month and
(ii) on the last day of each quarter commencing the fourth
quarter of 1987, with interest on the balance in this account at
a rate equal to the rate of interest of Ten Year Treasury
Securities as reported in the Federal Reserve Bank Constant
Maturity Series H-15 Report for the last business day of the
quarter, paid on the average daily balance in the account during
the quarter. For each Director who elected to defer Directors
Compensation prior to May 30, 1986 and does not elect to have the
cash credited to his account converted into Stock Units, the
Company shall maintain a second account and shall credit this
second account (i) with the amount credited to his account as of
May 30, 1986 and (ii) on the last day of each quarter with
interest on the balance in this second account at the rate
specified in the preceding sentence. A Director whose account is
credited with cash shall receive all distributions in cash.
<PAGE> 5
(c) STOCK UNITS. The Company shall establish and
maintain an account for each Director who elects to defer as
Stock Units Directors Compensation due after May 30, 1986 and
shall credit his account (i) on the 1st day of each month after
May, 1986 with a number of Stock Units equal to the quotient of
the amount of Directors Compensation he elects to defer which
otherwise would have been paid to him during the month divided by
the Market Price of the Common Shares on that day and (ii) on
dividend payment dates with an additional number of Stock Units,
equal to the product of the number of Stock Units credited to
this account immediately prior to the dividend payment date
multiplied by a fraction, the numerator of which is the amount of
the dividend per Common Share and the denominator of which is the
Market Price of the Common Shares on the dividend payment date.
For each Director who elected to defer Directors Compensation
prior to May 30, 1986 and elects to have the cash credited to his
account converted into Stock Units, the Company shall maintain a
second account and shall credit this second account (i) with the
number of Stock Units into which the cash is converted, as
provided in Section 2(a), and (ii) on dividend payment dates with
an additional number of Stock Units credited to this second
account immediately prior to the dividend payment date multiplied
by the fraction specified in the preceding sentence. A Director
whose account is credited with Stock Units shall receive all
distributions in Common Shares.
<PAGE> 6
(d) SUBJECT TO CLAIMS OF GENERAL CREDITORS. All
Directors Compensation deferred and amounts credited to accounts
as cash or Stock Units under the terms of the Plan shall remain
part of the assets of the Company and shall be subject to the
claims of its general creditors.
3. DISTRIBUTION. The account maintained for each
Director who elects to defer Directors Compensation due after May
30, 1986 shall be distributed in 16 quarterly installments (the
amount of each to equal the balance in this account at the
particular time divided by the number of remaining installments)
beginning with the first day of the month immediately succeeding
the month in which that Director ceases to be a Director. The
second account maintained for each Director who elected to defer
Directors Compensation prior to May 30, 1986 shall be distributed
in 16 quarterly installments (the amount of each to equal the
balance in this second account at the particular time divided by
the number of remaining installments) beginning with the first
day of the month immediately succeeding the month in which that
Director (i) ceases to be a Director or (ii) attains age 70,
whichever occurs first. The undistributed balance of any account
shall bear interest, or be credited with additional Stock Units
upon the payment of dividends, as provided in Section 2 hereof
until the account shall have been completely distributed.
4. DEATH OF A DIRECTOR. A Director may elect whether,
in the event of his death prior to the expiration of the period
during which his account balance is distributable, the
<PAGE> 7
account balance shall be distributed to his estate (or his
designated beneficiary) in a single distribution or in the
installments contemplated by Section 3 hereof. Such election
shall be made at the time of the election contemplated by Section
1 hereof; if no such election is made, the account balance shall
be distributed in a single distribution.
5. NON-COMPETITION. In the event a Director ceases
to be a Director and becomes a proprietor, officer, partner, or
employee of, or otherwise becomes affiliated with, any business
that is in competition with the Company, his account balance
shall, if the Compensation Committee of the Board of Directors of
the Company in its sole discretion so directs, be distributed
immediately to him in single cash distribution. Any Stock Units
allocated to the Director's account will be converted into an
amount of cash equal to the product of the number of Stock Units
allocated to his account multiplied by the Market Price of the
Common Shares on the date of the distribution.
6. PLAN TERMINATION. This Plan may be terminated or
amended at any time at the sole discretion of the Board of
Directors. In the event of a termination of the Plan, the
respective account balances shall be distributed under the terms
of this Plan with no additional deferrals permitted.
7. ADMINISTRATION. This Plan shall be administered
by the Compensation Committee of the Board of Directors, which
shall have the sole right and authority to interpret and construe
the Plan and to resolve any disputes arising hereunder, and its
<PAGE> 8
decisions shall be binding and conclusive upon the participants.
In the event that a participant is a member of the Committee, he
shall not participate in any deliberations or actions of the
Committee relating exclusively to his participation in this Plan.
8. NON-ALIENATION. The amount credited to any accounts
maintained under the Plan may not be pledged, assigned or transferred
by the Director for whom such account is maintained or by any other
individual, and any purported pledge, assignment or transfer shall
be void and unenforceable.
<PAGE> 1
<TABLE>
Exhibit 11
NORDSON CORPORATION
CALCULATION OF EARNINGS PER SHARE
Years Ended October 30, 1994, October 31, 1993 and November 1, 1992
(Dollar and shares in thousands except for per share amounts)
<CAPTION>
1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Primary:
Weighted average number of common
shares outstanding during the year 18,623 18,751 18,828
Effect of company stock plans based
on the treasury stock method using
average market price 444 433 643
------- ------- -------
Total weighted average common and
common equivalent shares 19,067 19,184 19,471
======= ======= =======
Income before cumulative effect of
accounting changes $46,654 $40,775 $39,537
Cumulative effect of accounting changes - (4,784) -
------- ------- -------
Net income $46,654 $35,991 $39,537
======= ======= =======
Earnings per share:
Income before cumulative effect of
accounting changes $ 2.45 $ 2.13 $ 2.03
Cumulative effect of accounting changes - (.25) -
------- ------- -------
Net income $ 2.45 $ 1.88 $ 2.03
======= ======= =======
Fully Diluted:
Weighted average number of common
shares outstanding during the year 18,623 18,751 18,828
Effect of company stock plans based
on the treasury stock method using
the higher of year-end or average
market price 474 453 666
------- ------- -------
Total weighted average common and
common equivalent shares 19,097 19,204 19,494
======= ======= =======
Income before cumulative effect of
accounting changes $46,654 $40,775 $39,537
Cumulative effect of accounting changes - (4,784) -
------- ------- -------
Net income $46,654 $35,991 $39,537
======= ======= =======
Earnings per share:
Income before cumulative effect of
accounting changes $ 2.44 $ 2.12 $ 2.03
Cumulative effect of accounting changes - (.25) -
------- ------- -------
Net income $ 2.44 $ 1.87 $ 2.03
======= ======= =======
</TABLE>
<PAGE> 1
Exhibit 13-a
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
FISCAL YEARS 1994 AND 1993
Sales in 1994 reached a record level of $506.7 million, a
10 percent increase over 1993. Favorable currency effects in Japan
substantially offset unfavorable currency effects in Europe. Sales volume gains
were achieved in each of our four geographic regions. Strong growth was
achieved in powder coating equipment and other special engineered systems
sales. Steady gains continued in sales of adhesive application equipment to the
packaging industry.
Gross margins, expressed as a percentage of sales, were 58.0 percent in 1994
compared with 58.5 percent in 1993. Margins were primarily influenced by
changes in the product sales mix.
Selling and administrative costs, expressed as a percentage of sales,
decreased to 43.3 percent in 1994 from 43.9 percent in 1993. Efficiencies
achieved across all operations allowed spending to grow at a
slower rate than sales.
Interest expense, net of interest income, decreased $1.8 million due to lower
average borrowing levels and lower average rates. Other expense increased $.2
million due to higher net currency exchange losses.
The effective tax rate decreased to 34.2 percent in 1994 from 34.5 percent in
1993. This change can be traced to lower effective foreign, state and local tax
rates, partially offset by a higher statutory federal income tax rate and a
benefit recognized in 1993 related to enacted rate changes.
Effective as of the beginning of 1993, Nordson adopted Financial Accounting
Standards Board Statements "Employers' Accounting for Postretirement Benefits
Other Than Pensions" (FAS 106), "Accounting for Income Taxes" (FAS 109), and
"Employers' Accounting for Postemployment Benefits" (FAS 112). The combined
cumulative effect of these changes in accounting principles was an aftertax
charge to first quarter 1993 earnings of $4.8 million or $.25 per share. Aside
from the one-time charge, adoption of these statements was not material to 1993
results.
Net income was $46.7 million, or $2.45 per share, in 1994. In 1993, income
before cumulative effect of accounting changes was $40.8 million, or $2.13 per
share. After the cumulative effect of accounting changes, net income in 1993
was $36.0 million, or $1.88 per share.
FISCAL YEARS 1993 AND 1992
Sales in 1993 were $461.6 million, an 8 percent increase over 1992. This
increase was attributable to an 11 percent improvement in sales volume, reduced
by unfavorable currency effects. Strong volume gains were achieved by North
American and Pacific South operations. European operations reported moderate
volume increases, while our Japanese organization experienced a decline in
local activity. Overall growth was driven by increased sales of adhesive
dispensing systems for nonwovens applications and specially engineered powder
coating systems. Sales of adhesive application equipment to the packaging
industry also showed steady gains.
Gross margins, expressed as a percentage of sales, were 58.5 percent in 1993
compared with 60.4 percent in 1992. The decline in the margin rate reflects
product sales mix and unfavorable currency exchange rates.
Selling and administrative costs, expressed as a percentage of sales, decreased
to 43.9 percent in 1993 from 44.6 percent in 1992. Although Nordson continued
to expand its geographic operations, spending grew at a slower rate than sales.
Interest expense, net of interest income, decreased $.4 million. This
improvement was due to lower average borrowing levels and lower average rates.
Other income increased $1.0 million, primarily because of non-recurring
occupancy charges recognized in the prior year.
The effective tax rate decreased to 34.5 percent in 1993 from 34.9 percent in
1992. Lower aggregate effective foreign tax rates and a lower federal tax rate
on previously taxed income offset the impact of a higher statutory federal tax
rate and higher effective state and local taxes.
Income before cumulative effect of accounting changes was $40.8 million, or
$2.13 per share, in 1993 compared with $39.5 million, or $2.03 per share, in
1992. After the cumulative effect of accounting changes, net income in 1993 was
$36.0 million, or $1.88 per share.
LIQUIDITY AND SOURCES OF CAPITAL
In 1994, working capital increased $1.6 million to $127.0 million. Current year
operations increased working capital by $1.7 million, which was attributable to
increases in receivables and inventories to support a higher level
16
<PAGE> 2
of business activity, offset by decreases in cash and increases in notes
payable. In addition, currency translations increased working capital by $3.9
million, and business acquisitions reduced it by $4.0 million.
Cash and cash equivalents decreased $13.6 million. Cash generated by operations
was $47.0 million. Significant uses of cash included net repurchases of Nordson
stock, outlays for capital expenditures, dividends, acquisitions of new
businesses, and net payments on long-term borrowings.
Repurchased shares are used to provide shares for various employee stock
programs. At October 30, 1994, management had authorization through June 1997
to repurchase up to 1,368,000 shares on the open market or in privately
negotiated transactions at the prevailing market price. Capital expenditures
in 1994 will expand the company's manufacturing and sales capacity. Investments
included machinery to produce circuit boards and a separate facility to support
the product development and sales of systems for the nonwovens industry. Also,
site preparation was completed for a new building in Amherst, Ohio. Dividend
payments increased 16 percent over 1993. Acquisitions of two U.S. manufacturers
of coating application equipment extended existing product lines. Scheduled
repayments on long-term debt decreased the outstanding balance, including the
current portion, by $3.2 million.
Nordson has various lines of credit with both domestic and foreign banks. At
October 30, 1994, these lines aggregated $119.8 million, of which $93.4 million
was unused. The company believes that the combination of present capital
resources, internally generated funds, and unused financing sources are more
than adequate to meet cash requirements for 1995.
FOREIGN CURRENCY AND INFLATION
The impact of changes in foreign currency exchange rates on sales and operating
results cannot be precisely measured because of changes in selling prices,
sales volume, product mix and cost structures in each country where Nordson
operates. As a general rule, a weakening of the U.S. dollar relative to foreign
currencies has a favorable effect on sales and net income, while a
strengthening of the U.S. dollar has a detrimental effect.
In 1994 relative to 1993 and in 1993 relative to 1992, the U.S. dollar was
stronger against European currencies and weaker against the Japanese yen. If
exchange rates for 1993 had been in effect during 1994, sales would have been
approximately $.8 million higher, and third-party costs would have been
approximately $.5 million higher. If exchange rates for 1992 had been in
effect during 1993, sales would have been approximately $11.7 million higher,
and third-party costs would have been approximately $5.7 million higher.
The Company uses foreign exchange contracts to hedge receivables and payables
denominated in foreign currencies. These contracts usually have maturities of
90 days or less and generally require the Company to exchange foreign
currencies for U.S. dollars at maturity, at rates agreed to at the inception of
the contracts. Gains and losses from changes in the market value of these
contracts offset foreign exchange losses and gains on the related asset or
liability.
Inflation puts pressure on profit margins because the ability to pass cost
increases onto customers is restricted by competitive pricing. Although
inflation has been modest in recent years, and its effect is not material for
the years covered by the financial statements, Nordson continues to seek ways
to minimize the impact of inflation through efforts to achieve greater
productivity.
TRENDS
The Eleven-Year Summary on pages 32 and 33 documents Nordson's historical
financial trends. Over this period, world economic conditions fluctuated
significantly. Nordson's solid performance is traced to the company's long-term
commitment to develop and provide quality products and worldwide service to
meet customers' changing needs.
17
<PAGE> 1
<TABLE>
Exhibit 13-b
CONSOLIDATED STATEMENT OF INCOME
- -----------------------------------------------------------------------------------------------------------------------------
NORDSON CORPORATION
Years ended October 30, 1994, October 31, 1993 and November 1, 1992 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
SALES $ 506,692 $461,557 $ 425,618
OPERATING COSTS AND EXPENSES:
Cost of sales 212,866 191,575 168,437
Selling and administrative expenses 219,422 202,608 189,887
----------------------------------------------
432,288 394,183 358,324
----------------------------------------------
OPERATING PROFIT 74,404 67,374 67,294
Other income (expense):
Interest expense (4,392) (6,426) (6,796)
Interest and investment income 866 1,110 1,098
Other -- net (20) 190 (829)
----------------------------------------------
(3,546) (5,126) (6,527)
----------------------------------------------
Income before income taxes and cumulative
effect of accounting changes 70,858 62,248 60,767
Income taxes:
Current 28,406 23,198 22,838
Deferred (4,202) (1,725) (1,608)
----------------------------------------------
24,204 21,473 21,230
----------------------------------------------
Income before cumulative effect of
accounting changes 46,654 40,775 39,537
Cumulative effect of accounting changes -- (4,784) --
----------------------------------------------
NET INCOME $ 46,654 $ 35,991 $ 39,537
==============================================
COMMON SHARES
AND COMMON SHARE EQUIVALENTS 19,067 19,184 19,471
==============================================
EARNINGS PER SHARE:
Income before cumulative effect of
accounting changes $ 2.45 $ 2.13 $ 2.03
Cumulative effect of accounting changes -- (.25) --
----------------------------------------------
Net income $ 2.45 $ 1.88 $ 2.03
==============================================
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
18
<PAGE> 1
<TABLE>
Exhibit 13-c
<CAPTION>
CONSOLIDATED BALANCE SHEET
- ------------------------------------------------------------------------------------------------------------------------
NORDSON CORPORATION
October 30, 1994 and October 31, 1993 1994 1993
- ------------------------------------------------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,578 $ 18,128
Marketable securities 6,486 5,235
Receivables 120,073 107,395
Inventories 93,615 84,661
Deferred income taxes 20,575 21,708
Prepaid expenses 4,980 4,545
--------------------------------
TOTAL CURRENT ASSETS 250,307 241,672
--------------------------------
Property, plant and equipment - net 88,655 78,689
Intangible assets - net 29,900 27,251
Deferred income taxes 7,583 6,689
Other assets 4,499 3,669
--------------------------------
$380,944 $357,970
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 26,917 $ 19,050
Accounts payable 26,900 22,186
Income taxes payable 10,476 16,955
Accrued liabilities 48,583 44,420
Deferred income taxes - 3,810
Customer advance payments 4,712 3,505
Current maturities of long-term debt 2,468 3,174
Current obligations under capital leases 3,255 3,181
--------------------------------
TOTAL CURRENT LIABILITIES 123,311 116,281
Long-term debt 15,212 17,667
Obligations under capital leases 4,042 4,422
Deferred income taxes - 495
Other liabilities 25,955 22,700
Shareholders' equity:
Preferred shares, no par value; 10,000,000 shares authorized; none issued
Common shares, no par value; 80,000,000 shares authorized;
24,506,000 shares issued 12,253 12,253
Capital in excess of stated value 57,590 45,699
Cumulative translation adjustments 10,977 7,627
Retained earnings 300,223 263,988
Common shares in treasury, at cost (166,098) (129,549)
Deferred stock-based compensation (2,521) (3,613)
--------------------------------
TOTAL SHAREHOLDERS' EQUITY 212,424 196,405
--------------------------------
$380,944 $357,970
================================
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
19
<PAGE> 1
<TABLE>
Exhibit 13-d
<CAPTION>
CONSOLIDATED STATEMENT OF CASH FLOWS
- ------------------------------------------------------------------------------------------------------------------------------------
NORDSON CORPORATION
Years ended October 30, 1994, October 31, 1993 and November 1, 1992 1994 1993 1992
- ------------------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $46,654 $35,991 $39,537
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 15,223 13,653 12,992
Amortization 3,195 3,454 3,687
Provision for losses on receivables 783 646 1,173
Deferred income taxes (3,910) (5,989) (1,822)
Other (1,087) 1,356 690
Changes in working capital:
Receivables (9,235) (8,807) (15,853)
Inventories (7,305) (2,081) (2,022)
Other current assets (351) (929) (1,365)
Accounts payable 4,003 3,963 (465)
Income taxes payable (6,391) 3,562 2,292
Accrued liabilities 3,187 4,661 4,748
Customer advance payments 100 314 752
Decrease (increase) in other non-current assets (1,050) 1,221 (590)
Increase in other non-current liabilities 3,201 10,436 2,294
-------------------------------------------------
Net cash provided by operating activities 47,017 61,451 46,048
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (20,558) (15,834) (10,271)
Proceeds from sale of property, plant and equipment 257 419 1,639
Acquisition of businesses (3,933) (455) (8,302)
Purchase of marketable securities (4,105) (6,925) (5,110)
Proceeds from sale of marketable securities 2,755 7,290 10
-------------------------------------------------
Net cash used in investing activities (25,584) (15,505) (22,034)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowing 22,236 588 10,482
Repayment of short-term borrowing (15,958) (17,245) (10,508)
Proceeds from long-term debt 106 702 --
Repayment of long-term debt (2,580) (3,955) (2,373)
Repayment of capital lease obligations (3,491) (3,298) (3,154)
Issuance of common shares under company
stock and employee benefit plans 7,053 3,841 9,374
Purchase of treasury shares (33,673) (9,400) (22,782)
Tax benefit from stock option and restricted stock transactions 1,530 1,134 982
Dividends paid (10,419) (8,976) (8,271)
-------------------------------------------------
Net cash used in financing activities (35,196) (36,609) (26,250)
Effect of exchange rate changes 213 1,382 (336)
-------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (13,550) 10,719 (2,572)
Cash and cash equivalents at beginning of year 18,128 7,409 9,981
-------------------------------------------------
Cash and cash equivalents at end of year $ 4,578 $18,128 $ 7,409
=================================================
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
20
<PAGE> 1
<TABLE>
Exhibit 13-e
<CAPTION>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------------
COMMON SHARES
NORDSON CORPORATION CAPITAL IN CUMULATIVE IN TREASURY DEFERRED
Years ended October 30, 1994, COMMON EXCESS OF TRANSLATION RETAINED -------------------- STOCK-BASED
October 31, 1993 and November 1, 1992 SHARES STATED VALUE ADJUSTMENTS EARNINGS SHARES AMOUNT COMPENSATION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
(In thousands)
BALANCE AT NOVEMBER 3, 1991 $12,253 $26,244 $ 6,209 $205,707 5,752 $ (95,366) $(2,333)
Shares issued under
company stock and
employee benefit plans 11,051 (535) 3,017 (1,728)
Guarantee of ESOP obligation (2,848)
Amortization of deferred
stock-based compensation 1,844
Tax benefit from stock
option and restricted
stock transactions 982
Purchase of treasury shares 537 (25,747)
Translation adjustments 7,169
Net income 39,537
Dividends - $.44 per share (8,271)
------------------------------------------------------------------------------------------
BALANCE AT NOVEMBER 1, 1992 12,253 38,277 13,378 236,973 5,754 (118,096) (5,065)
Shares issued under
company stock and
employee benefit plans 6,288 (273) 1,560 (394)
Amortization of deferred
stock-based compensation 1,846
Tax benefit from stock
option and restricted
stock transactions 1,134
Purchase of treasury shares 299 (13,013)
Translation adjustments (5,751)
Net income 35,991
Dividends - $.48 per share (8,976)
------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 31, 1993 12,253 45,699 7,627 263,988 5,780 (129,549) (3,613)
Shares issued under
company stock and
employee benefit plans 10,361 (353) 1,997 (432)
Amortization of deferred
stock-based compensation 1,524
Tax benefit from stock
option and restricted
stock transactions 1,530
Purchase of treasury shares 680 (38,546)
Translation adjustments 3,350
Net income 46,654
Dividends - $.56 per share (10,419)
------------------------------------------------------------------------------------------
BALANCE AT OCTOBER 30, 1994 $12,253 $57,590 $10,977 $300,233 6,107 $(166,098) $(2,521)
==========================================================================================
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
21
<PAGE> 1
Exhibit 13-f
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR -- The fiscal year for the Company's domestic operations ends on
the Sunday closest to October 31, and in 1994, 1993 and 1992, contained 52
weeks. For international operations, the Company's fiscal year ends on
September 30.
CONSOLIDATION -- The consolidated financial statements include the accounts of
the Company and its majority-owned and controlled subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation. Investments in non-controlled affiliates are accounted for by
the equity method.
CASH AND CASH EQUIVALENTS -- Highly liquid instruments with a maturity of 90
days or less at date of purchase are considered to be cash equivalents. Cash
and cash equivalents are carried at cost, which approximates market.
MARKETABLE SECURITIES -- Marketable securities, consisting primarily of
municipal and other short-term notes with maturities greater than 90 days at
date of purchase, are carried at cost, which approximates market.
INVENTORIES -- Inventories are valued at the lower of cost or market. Cost has
been determined using the last-in, first-out (LIFO) method for 55 percent of
consolidated inventories at October 30, 1994 (56 percent at October 31, 1993).
The first-in, first-out (FIFO) method is used for all other inventories.
Consolidated inventories would have been $9,960,000 and $10,752,000 higher than
reported at October 30, 1994 and October 31, 1993, respectively, had the
Company used the FIFO method, which approximates current cost, for valuation of
all inventories.
PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION -- Property, plant and equipment
is carried at cost. The Company capitalizes interest costs as part of the cost
of constructing major facilities and equipment. Capitalized interest costs were
$62,000 in 1994. No interest costs were capitalized in 1993 or 1992. Plant and
equipment is depreciated for financial reporting purposes using the
straight-line method over the estimated useful lives of the assets or, in the
case of property under capital leases, over the terms of the leases.
INTANGIBLE ASSETS -- Intangibles, consisting primarily of costs in excess of
net assets of acquired businesses, are amortized using the straight-line method
over the periods of expected benefit.
RESEARCH AND DEVELOPMENT -- Research and development costs are charged to
expense as incurred and amounted to $24,434,000 in 1994 ($20,521,000 in 1993
and $18,431,000 in 1992).
EARNINGS PER SHARE -- Earnings per common share are computed based on the
weighted average number of common shares and common share equivalents out-
standing during each year. Common share equivalents consist primarily of shares
issuable upon exercise of the Company's stock options and stock purchase
rights, computed using the treasury stock method.
PRESENTATION -- Certain 1993 and 1992 amounts have been reclassified to conform
with the 1994 presentation.
NOTE 2 -- ACCOUNTING CHANGES
Effective as of the beginning of 1993, Nordson adopted Financial Accounting
Standards Board Statements "Employers' Accounting for Postretirement Benefits
Other Than Pensions" (FAS 106), "Accounting for Income Taxes" (FAS 109), and
"Employers' Accounting for Postemployment Benefits" (FAS 112). The combined
cumulative effect of these changes in accounting principles was an aftertax
charge to first quarter 1993 earnings of $4,784,000 or $.25 per share. Aside
from the one-time charge, adoption of these statements was not material to 1993
results.
NOTE 3 -- ACQUISITIONS
During 1994, the Company acquired two U.S. manufacturers of coating application
equipment. During 1993, the Company acquired a distributor in Latin America.
The cost of acquisitions amounted to $4,533,000 in 1994 and $455,000 in 1993.
Assuming the acquisitions had taken place at the beginning of each year, the
effects on sales, net income and earnings per share for both years would have
been immaterial.
Business acquisitions have been accounted for as purchases, with the acquired
assets and liabilities recorded at their estimated fair value at the dates of
acquisition, and the related operating results included in the consolidated
financial statements from the dates of acquisition.
22
<PAGE> 2
NOTE 4 -- INCOME TAXES
Effective as of the beginning of 1993, the Company changed its method of
accounting for income taxes from the deferred method to the liability method
required by FAS 109. As permitted under the new rules, prior years' financial
statements have not been restated.
Income tax expense includes the following:
<TABLE>
<CAPTION>
LIABILITY DEFERRED
METHOD METHOD
1994 1993 1992
- ------------------------------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Current:
U.S. federal $16,655 $12,825 $ 9,705
State and local 2,726 2,684 1,849
Foreign 9,025 7,689 11,284
- ------------------------------------------------------------------------------
Total current 28,406 23,198 22,838
Deferred:
U.S. federal (2,346) (1,547) (138)
State and local (521) (140) (270)
Foreign (1,335) (38) (1,200)
- ------------------------------------------------------------------------------
Total deferred (4,202) (1,725) (1,608)
- ------------------------------------------------------------------------------
$24,204 $21,473 $21,230
==============================================================================
</TABLE>
The reconciliation of the United States statutory federal income tax rate to
the worldwide consolidated effective tax rate follows:
<TABLE>
<CAPTION>
LIABILITY DEFERRED
METHOD METHOD
1994 1993 1992
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Statutory federal
income tax rate 35.0% 34.8% 34.0%
Foreign Sales Corporation
exemption (3.7) (3.8) (3.9)
Foreign tax rate variances,
net of foreign tax credits 1.0 1.7 2.6
State and local taxes, net
of federal income tax
benefit 2.0 2.7 1.7
Enacted rate changes -- (1.0) --
Other - net (.1) .1 .5
- ------------------------------------------------------------------------------
Effective tax rate 34.2% 34.5% 34.9%
==============================================================================
</TABLE>
Earnings before income taxes of international operations
were $17,149,000, $16,884,000 and $20,431,000 in 1994, 1993 and 1992,
respectively. Deferred income taxes are not provided on undistributed earnings
(which aggregated approximately $22,515,000 at October 30, 1994) of inter-
national subsidiaries which are intended to be permanently invested in those
operations. Should those earnings be distributed, applicable foreign tax
credits would substantially offset U.S. taxes due upon the distribution.
Significant components of the Company's deferred tax assets and liabilities as
of October 30, 1994 and October 31, 1993 are as follows:
<TABLE>
<CAPTION>
1994 1993
- -------------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Sales to international subsidiaries
and related consolidation
adjustments $14,185 $12,295
Accruals not currently deductible
for taxes 5,037 4,844
Employee benefits 9,548 7,542
Inventory adjustments 1,113 1,151
Translation of foreign currency
accounts 1,266 1,494
Other - net 344 360
- -------------------------------------------------------------------------------
Total deferred tax assets 31,493 27,686
Deferred tax liabilities:
Depreciation 3,216 3,458
Other - net 119 136
- -------------------------------------------------------------------------------
Total deferred tax liabilities 3,335 3,594
- -------------------------------------------------------------------------------
Net deferred tax assets $28,158 $24,092
===============================================================================
</TABLE>
The components of the provision for deferred income taxes for 1992 are as
follows:
<TABLE>
<CAPTION>
1992
- ------------------------------------------------------------------------------
(In thousands)
<S> <C>
Sales to international subsidiaries
and related consolidation adjustments $ (721)
Declared repatriation of foreign
earnings net of foreign tax credit 913
Employee benefits (657)
Depreciation (180)
Inventory adjustments (253)
Translation of foreign currency accounts 218
Changes in accruals not currently
deductible for taxes (901)
Other - net (2)
- ------------------------------------------------------------------------------
Total $(1,608)
==============================================================================
</TABLE>
23
<PAGE> 3
NOTE 5 -- RETIREMENT, PENSION AND OTHER
POSTRETIREMENT PLANS
RETIREMENT PLANS -- The parent company and certain subsidiaries have funded
contributory retirement plans covering certain employees. The Company's
contributions are primarily determined by the terms of the plans subject to the
limitation that they shall not exceed the amounts deductible for income tax
purposes. The Company also sponsors an unfunded contributory supplemental
retirement plan for certain employees. Generally, benefits under these plans
vest gradually over a period of approximately five years from date of
employment, and are based on the employee's contribution. The expense
applicable to retirement plans for 1994, 1993 and 1992 was approximately
$2,423,000, $1,988,000 and $1,756,000, respectively.
PENSION PLANS -- The Company has various pension plans which cover
substantially all employees. Pension plan benefits are generally based on years
of employment and, for salaried employees, the level of compensation. The
Company contributes actuarially determined amounts to domestic plans to provide
sufficient assets to meet future benefit payment requirements. The Company's
international subsidiaries fund their pension plans according to local
requirements. The Company also sponsors an unfunded supplemental pension plan
for certain employees.
Net pension cost for the Company's significant plans consists of the
following components:
<TABLE>
<CAPTION>
1994 1993 1992
- --------------------------------------------------------------
<S> <C> <C> <C>
(In thousands)
Service cost - benefits
earned during period $3,267 $2,893 $2,531
Interest cost on projected
benefit obligations 3,857 3,625 2,917
Actual return on assets (189) (5,654) (2,742)
Net amortization and
deferral (3,313) 2,572 (51)
- --------------------------------------------------------------
Net periodic pension cost $3,622 $3,436 $2,655
==============================================================
</TABLE>
The following tables set forth the plans' funded status and amounts recognized
in the Company's balance sheet for its significant pension plans:
<TABLE>
<CAPTION>
1994
- ----------------------------------------------------------------------
ASSETS ACCUMULATED
EXCEED BENEFITS
ACCUMULATED EXCEED
BENEFITS ASSETS
- ----------------------------------------------------------------------
<S> <C> <C>
(In thousands)
Actuarial present value of obligations:
Vested benefit obligations $28,579 $ 7,615
======================================================================
Accumulated benefit obligations $30,445 $12,331
======================================================================
Projected benefit obligations $38,489 $18,957
Plan assets at fair value 41,622 3,113
- ----------------------------------------------------------------------
Excess (deficiency) of assets over
projected benefit obligations 3,133 (15,844)
Unrecognized prior service costs 248 1,890
Unrecognized net (gain) loss (4,348) 5,495
Unrecognized net transition
(asset) obligation (2,459) 206
- ----------------------------------------------------------------------
Accrued pension costs $(3,426) $(8,253)
======================================================================
</TABLE>
<TABLE>
<CAPTION>
1993
- ----------------------------------------------------------------------
ASSETS ACCUMULATED
EXCEED BENEFITS
ACCUMULATED EXCEED
BENEFITS ASSETS
- ----------------------------------------------------------------------
<S> <C> <C>
(In Thousands)
Actuarial present value of obligations:
Vested benefit obligations $28,637 $ 6,413
======================================================================
Accumulated benefit obligations $30,559 $ 9,935
======================================================================
Projected benefit obligations $39,577 $15,381
Plan assets at fair value 40,851 2,513
- ----------------------------------------------------------------------
Excess (deficiency) of assets over
projected benefit obligations 1,274 (12,868)
Unrecognized prior service costs 1,205 2,168
Unrecognized net (gain) loss (3,292) 4,254
Unrecognized net transition
(asset) obligation (3,021) 178
- ----------------------------------------------------------------------
Accrued pension costs $(3,834) $(6,268)
======================================================================
</TABLE>
Plans for which accumulated benefit obligations exceeded plan assets consist of
the unfunded supplemental plan and certain international plans, which are
partially unfunded by local practice.
24
<PAGE> 4
The actuarial present value of projected benefit obligations at the end of 1994
and 1993 was determined using a weighted average discount rate of 7.7 percent
and 7.5 percent, respectively, and a rate of increase in future compensation
levels of 5.0 percent and 4.6 percent, respectively. Plan assets consist
primarily of stocks and bonds. The expected long-term rate of return on plan
assets was 8.0 percent for 1994, 1993 and 1992.
POSTRETIREMENT BENEFIT PLAN -- The parent company has an unfunded
postretirement defined benefit plan covering substantially all employees. The
plan provides medical and life insurance benefits. The plan is contributory,
with retiree contributions adjusted annually, and contains other cost-sharing
features such as deductibles and coinsurance.
Effective as of the beginning of 1993, the Company adopted FAS 106, which
requires these benefits to be expensed during the employees' working careers.
Postretirement benefit expense for years prior to 1993, which was recorded when
the benefits were paid, has not been restated.
Net postretirement benefit cost includes the following components:
<TABLE>
<CAPTION>
1994 1993 1992
- ----------------------------------------------------------------------
<S> <C> <C> <C>
(In thousands)
Service cost - benefits
earned during period $ 396 $388 --
Interest cost on accumulated
benefit obligations 607 551 --
- ----------------------------------------------------------------------
Net periodic
postretirement
benefit cost $1,003 $939 $153
======================================================================
</TABLE>
The following table sets forth the amount recognized in the Company's balance
sheet for its postretirement benefit plan:
<TABLE>
<CAPTION>
1994 1993
- ----------------------------------------------------------------------
<S> <C> <C>
(In thousands)
Accumulated postretirement
benefit obligation:
Retirees $2,362 $2,339
Fully eligible active plan participants 1,732 1,687
Other active plan participants 3,779 3,762
- ----------------------------------------------------------------------
7,873 7,788
Unrecognized net gain (loss) 677 (38)
- ----------------------------------------------------------------------
Accrued postretirement benefit costs $8,550 $7,750
======================================================================
</TABLE>
The discount rate used in determining the accumulated postretirement benefit
obligation at the end of 1994 and 1993 was 8.0 percent and 7.5 percent,
respectively. The annual rate of increase in the per capita cost of covered
benefits (the health care cost trend rate) was assumed to be 9.5 percent for
1995, decreasing gradually to 5.0 percent for 2001 and thereafter. The health
care cost trend rate assumption has a significant effect on the amounts
reported. For example, increasing the assumed health care cost trend rates by
one percentage point in each year would increase the net postretirement benefit
cost for 1994 by $201,000 and the accumulated postretirement benefit obligation
as of October 30, 1994 by $1,338,000.
NOTE 6 -- INCENTIVE COMPENSATION PLAN
The Company has an incentive compensation plan for executive officers.
Participants in the plan and payments under the plan are approved by a
committee appointed by the Board of Directors. Members of the committee are
directors and are not active officers of the Company. Amounts paid under the
plan are based on a percentage of the base salary of each participant.
Compensation expense attributable to the plan was $2,238,000 in 1994
($1,557,000 in 1993 and $1,843,000 in 1992).
NOTE 7 -- LINES OF CREDIT AND NOTES PAYABLE
At October 30, 1994, the Company had lines of credit with various domestic and
foreign banks aggregating $119,764,000. The unused portion of these credit
lines was $93,447,000. These lines, which can generally be withdrawn at the
option of the banks, do not require material compensating balances or
commitment fees.
The weighted average interest rate on notes payable was 5.0 percent and 8.7
percent at October 30, 1994 and October 31, 1993, respectively. The carrying
amount of the Company's notes payable approximates their fair value.
25
<PAGE> 5
NOTE 8 -- LONG-TERM DEBT
The long-term debt of the Company follows:
<TABLE>
<CAPTION>
1994 1993
- -----------------------------------------------------------------
<S> <C> <C>
(In thousands)
Industrial revenue bonds --
City of Westlake, Ohio $ 6,800 $ 7,650
Industrial revenue bonds --
Gwinnett County, Georgia 6,000 6,000
State of Ohio loan 485 585
Guarantee of ESOP obligation 2,001 3,081
5.33% Mortgage note, payable in
semi-annual installments of
$161,000 through June 1996 645 971
5.50% Mortgage note, payable in
semi-annual installments of
$52,000 through June 1998 413 491
5.50% Mortgage note, payable in
semi-annual installments of
$54,000 through June 1998 435 518
4.70% Note, payable in semi-
annual installments of
$101,000 through June 1997 606 755
5.75% Note, payable in semi-
annual installments of
$55,000 through December 1996 274 364
Variable rate term loan -- 387
Other (primarily foreign currency borrowings) 21 39
- -----------------------------------------------------------------
17,680 20,841
Less current maturities 2,468 3,174
- -----------------------------------------------------------------
Total $15,212 $17,667
=================================================================
</TABLE>
INDUSTRIAL REVENUE BONDS -- CITY OF WESTLAKE, OHIO -- These bonds were issued
in connection with the construction of the Company's world headquarters in
Westlake, Ohio. The bonds are due in annual installments of $850,000 extending
through 2002 with interest payable quarterly. The tax-free interest rate varies
weekly and was 3.50 percent at October 30, 1994. The bonds are secured by a
$7,091,000 standby letter of credit.
INDUSTRIAL REVENUE BONDS -- GWINNETT COUNTY, GEORGIA -- These bonds were issued
in connection with the acquisition and renovation of the Norcross Manufacturing
Facility in Gwinnett County, Georgia. These bonds are due in annual
installments of $600,000 beginning in 2000 and extending through 2009 with
interest payable quarterly. The tax-free interest rate varies weekly and was
3.55 percent at October 30, 1994. The bonds are secured by a $6,300,000 standby
letter of credit.
STATE OF OHIO LOAN -- This loan was issued for the construction of a sales and
demonstration facility in Amherst, Ohio. The loan is payable in annual
installments of $100,000 through 1998, with the final installment of $85,000
due in 1999. Interest is payable quarterly at a fixed rate of 5.00 percent. The
loan is secured by a $585,000 standby letter of credit.
GUARANTEE OF ESOP OBLIGATION -- The Company's Employee Stock Ownership Plan
(ESOP) has borrowed under a $10,000,000 revolving credit agreement. Since the
Company has unconditionally guaranteed the repayment of the ESOP's borrowings,
the loans are reported as long-term debt on the consolidated balance sheet. A
corresponding amount of deferred stock-based compensation is also charged to
shareholders' equity and subsequently credited when the shares are released for
allocation to plan participants. The obligation is payable in annual
installments of $570,000 to $770,000 through 1997 with interest payable
quarterly. Interest resets periodically at a rate approximately 20 percent
below generally available taxable rates (4.49 percent at October 30, 1994). The
ESOP will repay the loans plus interest using Company contributions and
dividends received on the shares of common stock that have not been allocated
to plan participants. Dividends on unallocated shares were $37,000, $49,000 and
$46,000 in 1994, 1993 and 1992, respectively.
MORTGAGE AND OTHER NOTES PAYABLE -- The mortgage and other notes are payable
primarily in deutsche marks. Assets with a net book value of $5,211,000 have
been pledged as security for certain notes.
FAIR VALUE -- The fair value of the Company's long-term debt, including current
maturities, at October 30, 1994, is approximately $16,280,000, estimated by
discounting future cash flows at currently available taxable rates for
borrowing arrangements with similar terms and conditions.
ANNUAL MATURITIES -- The annual maturities of long-term debt for the five years
subsequent to October 30, 1994 are as follows: $2,468,000 in 1995, $2,577,000
in 1996, $1,988,000 in 1997, $1,162,000 in 1998, and $935,000 in 1999.
26
<PAGE> 6
NOTE 9 -- LEASES
The Company has lease commitments expiring at various dates, principally for
warehouse and office space, automobiles and office equipment. Most leases
contain renewal options and some contain purchase options.
The Company has an operating lease for office space owned by a partnership in
which the Company is a partner. The lease ends in 2010 and contains a renewal
option and an option to purchase the property at fair market value in 2000.
Monthly rentals range from $54,000 to $97,000 and approximate market rates.
Rent expense for all operating leases was approximately $9,103,000 in 1994
($8,740,000 in 1993 and $6,784,000 in 1992).
Assets held under capitalized leases are included in property, plant and
equipment as follows:
<TABLE>
<CAPTION>
1994 1993
- ------------------------------------------------------------------
<S> <C> <C>
(In thousands)
Transportation equipment $ 9,797 $ 9,438
Other 3,347 3,374
- ------------------------------------------------------------------
Total capitalized leases 13,144 12,812
Less accumulated amortization 5,852 5,203
- ------------------------------------------------------------------
Net capitalized leases $ 7,292 $ 7,609
==================================================================
</TABLE>
At October 30, 1994, future minimum lease payments under noncancelable
capitalized and operating leases are as follows:
<TABLE>
<CAPTION>
CAPITALIZED OPERATING
LEASES LEASES
- ------------------------------------------------------------------
<S> <C> <C>
(In thousands)
Fiscal Year Ending:
1995 $ 4,430 $ 8,997
1996 3,247 7,481
1997 1,774 6,112
1998 601 4,347
1999 86 1,628
Later years 2 14,589
- -----------------------------------------------------------------
Total minimum lease payments $10,140 $43,154
=======
Less amount representing
executory costs 1,083
- ---------------------------------------------
Net minimum lease payments 9,057
Less amount representing interest 1,760
- ---------------------------------------------
Present value of net minimum
lease payments 7,297
Less current portion 3,255
- ---------------------------------------------
Long-term obligations at
October 30, 1994 $ 4,042
=============================================
</TABLE>
NOTE 10 -- OFF-BALANCE-SHEET RISK AND
CONCENTRATIONS OF CREDIT RISK
The Company uses foreign exchange contracts to hedge receivables and payables
denominated in foreign currencies. These contracts usually have maturities of
90 days or less and generally require the Company to exchange foreign
currencies for U.S. dollars at maturity, at rates agreed to at the inception of
the contracts. Gains and losses from changes in the market value of these
contracts offset foreign exchange losses and gains on the related asset or
liability. At October 30, 1994, the Company had $69,483,000 of contracts
outstanding, of which $49,654,000 were in European currencies and $16,862,000
were in Japanese yen. The carrying amount of the Company's foreign exchange
contracts approximates their market value.
At October 30, 1994, the Company had issued $5,290,000 of guarantees to support
the term borrowing facilities of an unconsolidated affiliate. The fair value of
these guarantees is not material.
Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of temporary cash investments and trade
receivables. The Company invests its excess cash in deposits with major banks
throughout the world and in securities with strong credit ratings. The
Company's customers represent a wide variety of industries and geographic
regions. As of October 30, 1994, there were no significant concentrations of
credit risk.
NOTE 11 -- CAPITAL SHARES
PREFERRED -- The Company has authorized 10,000,000 Series A convertible
preferred shares without par value. No preferred shares were outstanding in
1994, 1993 or 1992.
COMMON -- The Company has 80,000,000 authorized common shares without par
value. In March 1992, the shareholders adopted an amendment to the Company's
articles of incorporation which, when filed with the State of Ohio, would
increase the number of authorized common shares to 160,000,000. During 1994,
1993 and 1992, there were 24,506,000 common shares issued. At October 30, 1994
and October 31, 1993, the number of outstanding common shares, net of treasury
shares, was 18,399,000 and 18,726,000, respectively.
27
<PAGE> 7
NOTE 12 -- COMPANY STOCK PLANS
LONG-TERM PERFORMANCE PLAN -- The Company's long-term performance plan,
adopted in 1993, provides for the granting of stock options, stock appreciation
rights, restricted stock, stock purchase rights, stock equivalent units, cash
awards, and other stock or performance-based incentives. The number of common
shares available for grant of awards is 3 percent of the number of common
shares outstanding as of the first day of each fiscal year, plus up to an
additional .5 percent, consisting of shares available, but not granted, in
prior years. At October 31, 1994, there were 644,000 shares available for grant
in 1995.
STOCK OPTIONS -- The Company may grant non-qualified or incentive stock options
to employees and directors of the Company. The exercise price of outstanding
stock options is the fair market value of the common shares at the date of
grant. Generally, the options may be exercised after one year from the date of
grant at a rate not exceeding 25 percent per year and expire 10 years from the
date of grant. Vesting accelerates upon the occurrence of events which involve
or may result in a change of control of the Company.
No charges have been made against income in accounting for stock options. Tax
benefits arising from the exercise of non-qualified stock options are
recognized when realized and credited to capital in excess of stated value.
<TABLE>
Summarized transactions are as follows:
<CAPTION>
WEIGHTED
AVERAGE
NUMBER OF EXERCISE PRICE
OPTIONS PER SHARE
- -------------------------------------------------------------
<S> <C> <C>
Outstanding at
October 31, 1993 1,374,701 $30.16
Granted 317,600 $53.50
Exercised (151,117) $21.31
Forfeited (19,206) $38.63
- -------------------------------------------------------------
Outstanding at
October 30, 1994 1,521,978 $35.81
=============================================================
Exercisable at
October 30, 1994 769,693 $27.12
=============================================================
</TABLE>
STOCK APPRECIATION RIGHTS -- The Company may grant stock appreciation rights to
employees. A stock appreciation right provides for a payment equal to the
excess of the fair market value of a common share when the right is exercised,
over its value when the right was granted. The Company accrues for these
payments over the periods in which the stock appreciation rights vest and are
exercisable. There were no stock appreciation rights outstanding during 1994,
1993 and 1992. Limited stock appreciation rights that become exercisable upon
the occurrence of events which involve or may result in a change of control of
the Company have been granted with respect to 1,460,000 shares.
RESTRICTED STOCK -- The Company may grant restricted stock to employees.
Generally, these shares may not be disposed of for a designated period of time
defined at the date of grant, and are to be returned to the Company if the
recipient's employment terminates during the restriction period. As shares are
issued, deferred stock-based compensation equivalent to the market value on the
date of grant is charged to shareholders' equity and subsequently amortized
over the restriction period. Net amortization was $443,000 in 1994 ($876,000 in
1993 and $1,443,000 in 1992). Tax benefits arising from the lapse of
restrictions on the stock are recognized when realized and credited to capital
in excess of stated value. In 1994, there were 8,400 restricted shares granted
and no restricted shares forfeited.
EMPLOYEE STOCK PURCHASE RIGHTS -- During 1994, the Company's stock purchase
programs were discontinued. Under these programs, eligible employees could
purchase common shares at specified times each year in an amount up to 15
percent of their annual compensation. For domestic employees, the purchase
price was equal to 95 percent of the fair market value of the common shares at
the date of purchase. Foreign employees could purchase shares at a price equal
to the lesser of: (a) 85 percent of the fair market value of the common shares
at the date of the employee's entry into the program, or (b) 85 percent of the
fair market value at the date of purchase. In 1994, there were 183,328 common
shares issued under these programs at an average price of $44.74 per share.
EMPLOYEE STOCK OWNERSHIP PLAN -- The Employee Stock Ownership Plan covers all
domestic employees. Company contributions are discretionary and funded annually
by a combination of cash and shares of the Company's common stock. Allocations
to the participants' accounts are made on December 31 on the basis of their
compensation for the year. Each participant vests in his account at a rate of
20 percent per year. Distribution of a participant's account occurs at
retirement, death, or termination of employment.
During 1994, $1,730,000 was charged to expense ($1,809,000 in 1993 and
$2,031,000 in 1992) using the shares-allocated method. These amounts include
$88,000, $128,000 and $131,000 in 1994, 1993 and 1992, respectively, charged
to interest expense related to the Company's guarantee of the plan's debt
obligation. Contributions to the plan were $1,567,000, $2,068,000 and $1,929,000
in 1994, 1993 and 1992, respectively.
28
<PAGE> 8
SHAREHOLDER RIGHTS PLAN -- In August 1988, the Board of Directors declared a
dividend of one common share purchase right for each common share outstanding
on September 9, 1988. Rights are also distributed with common shares issued by
the Company after that date. The rights may only be exercised if a party
acquires 20 percent or more of the Company's common shares, makes a tender
offer for at least 20 percent of the Company's common shares, or is declared
to be an "adverse person." The exercise price of each right is $100 per share.
The rights trade with the shares until the rights become exercisable.
If a party acquires at least 25 percent of the Company's common shares, is
declared to be an "adverse person," or attempts a "control share acquisition"
without complying with Ohio law, or if an acquiring party engages in certain
self-dealing actions ("flip-in" events), each right then becomes the right to
purchase two common shares of the Company for $.50 per share. In the event the
Company is acquired in a merger or other business combination ("flip-over"
events), each right entitles its holder to purchase, for $1, shares of the
surviving company having a market value equal to two common shares of Nordson.
The rights may be redeemed by the Company at a price of $.01 per right at any
time prior to the earlier of the "flip-in" or "flip-over" events, or expiration
of the rights on September 9, 1998.
SHARES RESERVED FOR FUTURE ISSUANCE -- At October 30, 1994, there were
42,961,000 shares reserved for future issuance through the exercise of
outstanding options or rights, including 40,906,000 shares under the
shareholder rights plan.
<TABLE>
NOTE 13 -- DETAILS OF BALANCE SHEET
<CAPTION>
1994 1993
- ------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Receivables:
Accounts $105,336 $ 92,298
Notes 14,699 14,397
Other 2,941 3,347
- ------------------------------------------------------------------------
122,976 110,042
Allowance for doubtful accounts (2,903) (2,647)
- ------------------------------------------------------------------------
$120,073 $107,395
========================================================================
Inventories:
Finished goods $ 33,919 $ 30,747
Work in process 10,579 8,466
Raw materials and finished parts 49,117 45,448
- ------------------------------------------------------------------------
$ 93,615 $ 84,661
========================================================================
</TABLE>
<TABLE>
<CAPTION>
1994 1993
- ------------------------------------------------------------------------
(In thousands)
<S> <C> <C>
Property, plant and equipment:
Land $ 3,688 $ 3,655
Land improvements 2,358 2,342
Buildings 52,175 49,964
Machinery and equipment 81,735 68,560
Construction in progress 14,511 9,606
Leased property under
capitalized leases 13,144 12,812
- ------------------------------------------------------------------------
167,611 146,939
Accumulated depreciation
and amortization (78,956) (68,250)
- ------------------------------------------------------------------------
$ 88,655 $ 78,689
========================================================================
Intangibles:
Costs in excess of net assets of
acquired businesses $ 39,124 $ 34,064
Other 2,054 1,580
- ------------------------------------------------------------------------
41,178 35,644
Accumulated amortization (11,278) (8,393)
- ------------------------------------------------------------------------
$ 29,900 $ 27,251
========================================================================
Accrued liabilities:
Salaries and other compensation $ 21,173 $ 18,341
Pension and retirement 8,119 7,900
Taxes other than income taxes 3,143 2,802
Other 16,148 15,377
- ------------------------------------------------------------------------
$ 48,583 $ 44,420
========================================================================
</TABLE>
<TABLE>
NOTE 14 -- QUARTERLY FINANCIAL DATA (UNAUDITED)
<CAPTION>
1994 (BY QUARTER)
1 2 3 4
- ------------------------------------------------------------------------------
(In thousands except for per share amounts)
<S> <C> <C> <C> <C>
Sales $104,680 $121,502 $133,438 $147,072
Cost of sales 41,405 50,792 56,658 64,011
Net income 7,796 10,754 13,118 14,986
Earnings per share $.41 $.56 $.69 $.79
<CAPTION>
1993 (BY QUARTER)
1 2 3 4
- ------------------------------------------------------------------------------
(In thousands except for per share amounts)
<S> <C> <C> <C> <C>
Sales $100,300 $109,250 $123,341 $128,666
Cost of sales 40,318 44,564 52,748 53,945
Income before
cumulative effect of
accounting changes 6,683 8,787 12,075 13,230
Net income 1,899 8,787 12,075 13,230
Earnings per share:
Income before
cumulative effect of
accounting changes $.35 $.46 $.63 $.69
Net income .10 .46 .63 .69
</TABLE>
29
<PAGE> 9
NOTE 15 -- SUPPLEMENTAL INFORMATION FOR THE
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
1994 1993 1992
- -------------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Cash operating activities:
Interest paid $ 4,445 $ 6,351 $ 6,831
Income taxes paid 32,373 19,355 20,038
=============================================================
Noncash investing and
financing activities:
Capitalized lease
obligations incurred $ 3,938 $ 4,670 $ 6,061
Capitalized lease
obligations terminated 969 1,250 945
Shares acquired and
issued through
exercise of stock
options 4,873 3,613 2,965
=============================================================
Noncash assets and liabilities
of businesses acquired:
Working capital $ (115) $ (406) $ 883
Property, plant and
equipment 185 -- 411
Intangibles and other 4,173 861 7,103
Long-term debt and
other liabilities (310) -- (95)
- -------------------------------------------------------------
$ 3,933 $ 455 $ 8,302
=============================================================
</TABLE>
NOTE 16 -- INDUSTRY SEGMENT AND GEOGRAPHIC
AREA DATA
INDUSTRY SEGMENT DATA -- The Company operates in one industry segment which
engages in developing, manufacturing and marketing industrial application
equipment. This equipment is used to apply adhesives, sealants, and liquid and
powder coatings to a broad range of consumer and industrial products during
manufacturing operations.
GEOGRAPHIC AREA DATA -- Financial data by geographic area is before elimination
of intercompany transactions. Geographic transfers are generally accounted for
at prices which approximate arm's-length wholesale market prices.
Operating profit is sales less operating expenses. In computing operating
profit, none of the following has been added or deducted: general corporate
expenses, other income and expense, and provision for income taxes.
Identifiable assets are those assets used in the operations of each geographic
area. Corporate assets are principally cash and cash equivalents, marketable
securities, and property, plant and equipment maintained for general corporate
purposes.
No single customer accounted for more than 5 percent of sales in 1994, 1993 or
1992.
<TABLE>
The following table summarizes the Company's operations within geographic
areas:
<CAPTION>
1994 1993 1992
- -------------------------------------------------------------
(In thousands)
<S> <C> <C> <C>
Sales to unaffiliated
customers:
North America $226,056 $197,708 $154,502
Europe 167,555 166,927 180,718
Japan 74,493 64,871 63,125
Pacific and
Latin America 38,588 32,051 27,273
- -------------------------------------------------------------
506,692 461,557 425,618
Transfers between
geographic areas:
North America 119,305 101,496 102,497
Europe 9,816 7,694 10,194
Japan 224 262 112
Pacific and
Latin America 627 354 60
Eliminations (129,972) (109,806) (112,863)
- -------------------------------------------------------------
Total sales $506,692 $461,557 $425,618
=============================================================
Operating profit:
North America $ 80,738 $ 68,169 $ 61,831
Europe 14,722 14,610 21,417
Japan 6,464 6,497 7,184
Pacific and
Latin America 2,759 2,067 2,867
Eliminations (3,031) 1,337 (902)
- -------------------------------------------------------------
Geographic
operating profit 101,652 92,680 92,397
General corporate
expenses (27,248) (25,306) (25,103)
Other expense - net (3,546) (5,126) (6,527)
- -------------------------------------------------------------
Income before income
taxes and cumulative
effect of accounting
changes $ 70,858 $ 62,248 $ 60,767
- -------------------------------------------------------------
Assets:
North America $178,364 $164,029 $147,737
Europe 115,792 112,892 133,655
Japan 53,933 47,176 40,376
Pacific and
Latin America 23,714 17,310 15,368
Corporate 20,576 32,140 25,900
Eliminations (11,435) (15,577) (16,739)
- -------------------------------------------------------------
Total assets $380,944 $357,970 $346,297
=============================================================
</TABLE>
30
<PAGE> 1
Exhibit 13-g
REPORT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors and Shareholders
Nordson Corporation
We have audited the accompanying consolidated balance sheet of Nordson
Corporation as of October 30, 1994 and October 31, 1993, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended October 30, 1994. These financial
statements are the responsibility of the Company'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 consolidated financial position of Nordson
Corporation at October 30, 1994 and October 31, 1993, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended October 30, 1994 in conformity with generally accepted accounting
principles.
As discussed in Note 2 to the consolidated financial statements, in fiscal 1993
the Company changed its method of accounting for postretirement benefits other
than pensions, postemployment benefits, and income taxes.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 6, 1994
31
<PAGE> 1
<TABLE>
Exhibit 13-h
ELEVEN-YEAR SUMMARY
=================================================================================================================================
<CAPTION>
(Dollars and shares in thousands except for per share amounts) 1994 1993 (d) 1992
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING DATA (a)
Sales $506,692 461,557 425,618
- ---------------------------------------------------------------------------------------------------------------------------------
Cost of sales $212,866 191,575 168,437
% of sales 42 42 40
- ---------------------------------------------------------------------------------------------------------------------------------
Selling and administrative expenses $219,422 202,608 189,887
% of sales 43 44 45
- ---------------------------------------------------------------------------------------------------------------------------------
Operating profit $ 74,404 67,374 67,294
% of sales 15 15 16
- ---------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations $ 46,654 40,775 39,537
% of sales 9 9 9
- ---------------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting changes $ 46,654 40,775 39,537
% of sales 9 9 9
- ---------------------------------------------------------------------------------------------------------------------------------
Net income $ 46,654 35,991 39,537
% of sales 9 8 9
=================================================================================================================================
FINANCIAL DATA (a)
Working capital $126,996 125,391 105,138
- ---------------------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment and other non-current assets $130,637 116,298 114,461
- ---------------------------------------------------------------------------------------------------------------------------------
Total invested capital $257,633 241,689 219,599
- ---------------------------------------------------------------------------------------------------------------------------------
Total assets $380,944 357,970 346,297
- ---------------------------------------------------------------------------------------------------------------------------------
Long-term obligations $ 45,209 45,284 41,879
- ---------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity $212,424 196,405 177,720
- ---------------------------------------------------------------------------------------------------------------------------------
Return on average invested capital - % (b) 20 19 20
- ---------------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity - % (c) 24 23 24
=================================================================================================================================
PER SHARE DATA (a)
Earnings per share:
Continuing operations $ 2.45 2.13 2.03
Income before cumulative effect of accounting changes $ 2.45 2.13 2.03
Net income $ 2.45 1.88 2.03
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends per common share $ .56 .48 .44
- ---------------------------------------------------------------------------------------------------------------------------------
Book value per common share $11.55 10.49 9.48
- ---------------------------------------------------------------------------------------------------------------------------------
Common shares and common share equivalents 19,067 19,184 19,471
=================================================================================================================================
<FN>
(a) See accompanying Notes to Consolidated Financial Statements.
(b) Income before cumulative effect of accounting changes plus interest on
long-term obligations net of income taxes, as a percentage of total assets
less current liabilities.
(c) Income before cumulative effect of accounting changes, as a percentage of
shareholders' equity.
</TABLE>
32
<PAGE> 2
<TABLE>
<CAPTION>
(Dollars and shares in thousands except for per share amounts) 1991 1990 (e) 1989
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING DATA (a)
Sales 387,962 344,904 282,098
- ---------------------------------------------------------------------------------------------------------------------------------
Cost of sales 158,885 154,653 16,588
% of sales 41 45 41
- ---------------------------------------------------------------------------------------------------------------------------------
Selling and administrative expenses 170,814 140,450 112,716
% of sales 44 41 40
- ---------------------------------------------------------------------------------------------------------------------------------
Operating profit 58,263 49,801 52,794
% of sales 15 14 19
- ---------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 33,787 29,346 34,187
% of sales 9 9 12
- ---------------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting changes 33,787 29,346 34,187
% of sales 9 9 12
- ---------------------------------------------------------------------------------------------------------------------------------
Net income 33,787 29,346 34,187
% of sales 9 9 12
=================================================================================================================================
FINANCIAL DATA (a)
Working capital 87,004 66,093 53,834
- ---------------------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment and other non-current assets 103,015 95,599 79,383
- ---------------------------------------------------------------------------------------------------------------------------------
Total invested capital 190,019 161,692 133,217
- ---------------------------------------------------------------------------------------------------------------------------------
Total assets 296,930 269,523 235,551
- ---------------------------------------------------------------------------------------------------------------------------------
Long-term obligations 37,305 31,318 26,299
- ---------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity 152,714 130,374 106,918
- ---------------------------------------------------------------------------------------------------------------------------------
Return on average invested capital - % (b) 21 21 29
- ---------------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity - % (c) 25 25 35
=================================================================================================================================
PER SHARE DATA (a)
Earnings per share:
Continuing operations 1.77 1.52 1.76
Income before cumulative effect of accounting changes 1.77 1.52 1.76
Net income 1.77 1.52 1.76
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends per common share .40 .36 .32
- ---------------------------------------------------------------------------------------------------------------------------------
Book value per common share 8.14 6.94 5.69
- ---------------------------------------------------------------------------------------------------------------------------------
Common shares and common share equivalents 19,093 19,266 19,386
=================================================================================================================================
</TABLE>
<TABLE>
===================================================================================================================================
<CAPTION>
(Dollars and shares in thousands except for per share amounts)
1988 1987 1986 (e) 1985 1984
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA (a)
Sales 245,028 205,175 168,693 140,005 140,109
- -----------------------------------------------------------------------------------------------------------------------------------
Cost of sales 96,771 81,604 74,494 65,975 58,558
% of sales 40 40 44 47 42
- -----------------------------------------------------------------------------------------------------------------------------------
Selling and administrative expenses 99,039 84,106 71,726 58,352 58,440
% of sales 40 41 43 42 42
- -----------------------------------------------------------------------------------------------------------------------------------
Operating profit 49,218 39,465 22,473 15,678 23,111
% of sales 20 19 13 11 16
- -----------------------------------------------------------------------------------------------------------------------------------
Income from continuing operations 31,583 24,707 13,834 9,714 13,336
% of sales 13 12 8 7 10
- -----------------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect 31,583 24,707 13,834 9,714 11,254
of accounting changes 13 12 8 7 8
% of sales
- -----------------------------------------------------------------------------------------------------------------------------------
Net income 31,583 24,707 13,834 9,714 11,254
% of sales 13 12 8 7 8
===================================================================================================================================
FINANCIAL DATA (a)
Working capital 64,040 80,528 61,108 50,920 66,266
- -----------------------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 43,075 37,835 37,076 34,820 29,454
and other non-current assets
- -----------------------------------------------------------------------------------------------------------------------------------
Total invested capital 107,115 118,363 98,184 85,740 95,720
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets 162,912 164,212 133,981 113,240 119,558
- -----------------------------------------------------------------------------------------------------------------------------------
Long-term obligations 18,006 17,158 16,406 13,361 13,384
- -----------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity 89,109 101,205 81,778 72,379 82,336
- -----------------------------------------------------------------------------------------------------------------------------------
Return on average invested capital 29 23 16 11 13
- % (b)
- -----------------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity 33 27 18 13 14
- % (c)
===================================================================================================================================
PER SHARE DATA (a)
Earnings per share:
Continuing operations 1.55 1.17 .67 .43 .55
Income before cumulative effect of 1.55 1.17 .67 .43 .46
accounting changes 1.55 1.17 .67 .43 .46
Net income
- -----------------------------------------------------------------------------------------------------------------------------------
Dividends per common share .28 .24 .23 .22 .20
- -----------------------------------------------------------------------------------------------------------------------------------
Book value per common share 4.66 4.89 3.97 3.43 3.55
- -----------------------------------------------------------------------------------------------------------------------------------
Common shares and common share equivalents 20,340 21,040 20,752 22,488 24,382
===================================================================================================================================
<FN>
(d) In 1993, the Company adopted Statements of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," No. 109, "Accounting for Income Taxes," and No. 112,
"Employers' Accounting for Postemployment Benefits." Prior years have not
been restated.
(e) The Company adopted Statement of Financial Accounting Standards No. 87,
"Employers' Accounting for Pensions," for its domestic plans in 1986 and
for its significant foreign plans in 1990; prior years have not been restated.
</TABLE>
33
<PAGE> 1
<TABLE>
Exhibit 13-i
DIVIDEND INFORMATION AND PRICE RANGE
PER COMMON SHARES
Following is a summary of dividends paid per common
share, the range of market prices, and average price-earnings
ratios with respect to common shares, during each quarter
of 1994 and 1993. The price-earnings ratios reflect average
market prices relative to trailing four-quarter earnings before
cumulative effect of accounting changes.
<CAPTION>
PRICE-
FISCAL DIVIDEND EARNINGS
QUARTERS PAID COMMON STOCK PRICE RATIO
- -------- -------- ------------------ -------
<S> <C> <C> <C> <C>
1994 HIGH LOW
First $.14 $57.25 $48.25 24.1
Second .14 63.00 56.00 26.0
Third .14 58.75 53.25 23.8
Fourth .14 61.00 54.50 23.6
1993
First $.12 $52.00 $43.00 23.8
Second .12 47.00 38.25 22.0
Third .12 46.00 39.25 20.9
Fourth .12 54.75 42.00 22.7
</TABLE>
STOCK LISTING INFORMATION
Nordson stock is traded over The Nasdaq Stock Market's National Market under
the symbol NDSN.
36
<PAGE> 1
Exhibit 21
NORDSON CORPORATION
SUBSIDIARIES OF THE REGISTRANT
The following table sets forth the subsidiaries of the
Registrant (each of which is included in the Registrant's consolidated
financial statements), and the jurisdiction under the laws of which each
subsidiary was organized.
Jurisdiction of
Incorporation Name
- --------------- ----
INTERNATIONAL:
- --------------
Australia Nordson Australia Pty. Limited
Austria Nordson GbmH
Belgium Nordson Belgium N.V.
Brazil Nordson do Brasil Industria e
Comercio Ltda.
Canada Nordson Canada, Limited
Czech Republic Nordson CS, spol.s.r.o.
Denmark Nordson Danmark A/S
Finland Nordson Finland Oy
France Nordson France S.A.
Germany Nordson Engineering GmbH
Germany Nordson Deutschland GmbH (1)
Italy Nordson Finishing S.r.l.
Italy Nordson Italia SpA (2)
Japan Nordson K.K.
Japan Nordson Engineering K.K.
Korea Nordson Sang San Limited (3)
Malaysia Nordson (Malaysia) Sdn. Bhd. (4)
Mexico Nordson de Mexico, S.A. de C.V.
Netherlands Nordson Nederland B.V.
Norway Nordson Norge A/S
Poland Nordson Polska Sp.z.o.o.
Portugal Nordson Portugal Equipamento
Industrial Lda.
Singapore Nordson S.E. Asia (Pte.) Limited
Spain Nordson Iberica, S.A.
Sweden Nordson Sverige AB
Switzerland Nordson (Schweiz) AG (5)
United Kingdom Nordson (U.K.) Limited
United States Virgin Islands Nordson FSC, Inc.
DOMESTIC:
- --------
California Slautterback Corporation
California Mountaingate Engineering, Inc.
Connecticut Electrostatic Technology, Inc.
Ohio Nordson Pacific, Inc.
Georgia Meltex Corporation
(1) Owned by Nordson Engineering GmbH and Nordson Corporation
(2) Owned by Nordson Finishing S.r.l.
(3) A 45%-owned joint venture accounted for on the equity method
(4) A 65%-owned joint venture
(5) Owned by Nordson Belgium S.A.
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Annual
Report (Form 10-K) of Nordson Corporation of our report dated December 6, 1994
included in the Annual Report to Shareholders of Nordson Corporation for the
year ended October 30, 1994.
We also consent to the incorporation by reference in the
Registration Statements (Forms S-8) listed below and the related prospectuses
of Nordson Corporation of our report dated December 6, 1994, with respect to
the consolidated financial statements of Nordson Corporation incorporated by
reference in this Annual Report (Form 10-K) for the year ended October 30,
1994:
- Nordson Corporation 1982 Amended and Restated Stock Appreciation
Rights Plan (No. 2-66776)
- Nordson Corporation 1979 Employees Stock Option Plan (No. 2-66776)
- Nordson Corporation 1982 Incentive Stock Option Plan (Nos. 2-82915
and 33-18279)
- Nordson Employees' Savings Trust Plan (No. 33-18309)
- Nordson Corporation 1989 Stock Option Plan (No. 33-32201)
- Nordson Hourly-Rated Employees' Savings Trust Plan (No. 33-33481)
- Nordson Corporation 1993 Long-Term Performance Plan (No. 33-67780)
- Nordson Corporation - Slautterback Corporation 401(k) Profit
Sharing Plan (No. 33-73522)
/s/ Ernst & Young LLP
Ernst & Young LLP
Cleveland, Ohio
January 26, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-30-1994
<PERIOD-END> OCT-30-1994
<CASH> 4,578
<SECURITIES> 6,486
<RECEIVABLES> 122,976
<ALLOWANCES> 2,903
<INVENTORY> 93,615
<CURRENT-ASSETS> 250,307
<PP&E> 167,611
<DEPRECIATION> 78,956
<TOTAL-ASSETS> 380,944
<CURRENT-LIABILITIES> 123,311
<BONDS> 0
<COMMON> 12,253
0
0
<OTHER-SE> 200,171
<TOTAL-LIABILITY-AND-EQUITY> 380,944
<SALES> 506,692
<TOTAL-REVENUES> 506,692
<CGS> 212,866
<TOTAL-COSTS> 212,866
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 783
<INTEREST-EXPENSE> 4,392
<INCOME-PRETAX> 70,858
<INCOME-TAX> 24,204
<INCOME-CONTINUING> 46,654
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,654
<EPS-PRIMARY> 2.45
<EPS-DILUTED> 2.44
</TABLE>
<PAGE> 1
Exhibit 99-c
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 fiscal year ended December 31, 1994
NORDSON EMPLOYEES' SAVINGS TRUST 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> 2
In accordance with Rule 12d-21, the financial statements and
exhibits required by Form 11-K with respect to the Plan will be filed as an
amendment to the annual report within 180 days after the Plan's fiscal year
end.
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
By: /s/ Nicholas D. Pellecchia
-------------------------------------
Nicholas D. Pellecchia
Vice President-Finance and Treasurer
Nordson Corporation
Date: January 26, 1995
<PAGE> 1
Exhibit 99-d
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 fiscal year ended December 31, 1994
NORDSON HOURLY-RATED EMPLOYEES' SAVINGS TRUST 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> 2
In accordance with Rule 12d-21, the financial statements and
exhibits required by Form 11-K with respect to the Plan will be filed as an
amendment to the annual report within 180 days after the Plan's fiscal year
end.
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
By: /s/ Nicholas D. Pellecchia
----------------------------------
Nicholas D. Pellecchia Vice
President-Finance and Treasurer
Nordson Corporation
Date: January 26, 1995
<PAGE> 1
Exhibit 99-e
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 fiscal year ended December 31, 1994
SLAUTTERBACK CORPORATION 401(k) PROFIT SHARING 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> 2
In accordance with Rule 12d-21, the financial statements and
exhibits required by Form 11-K with respect to the Plan will be filed as an
amendment to the annual report within 180 days after the Plan's fiscal year
end.
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
By: /s/ Nicholas D. Pellecchia
-------------------------------------
Nicholas D. Pellecchia
Vice President-Finance and Treasurer
Nordson Corporation
Date: January 26, 1995
