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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2000
NORDSON CORPORATION
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(Exact name of registrant as specified in its charter)
OHIO
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(State or other jurisdiction of incorporation or organization)
0-7977 34-0590250
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(Commission file number) (I.R.S. Employer Identification No.)
28601 Clemens Road, Westlake, Ohio
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(Address of principal executive offices)
44145
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(Zip Code)
(440) 892-1580
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On September 21, 2000, Nordson Corporation ("Nordson") entered into a definitive
stock purchase agreement to purchase all of the outstanding shares of EFD Inc.
(the "company"), a privately held company headquartered in East Providence,
Rhode Island. The transaction subsequently closed on October 30, 2000. Mr. John
S. Carter, Jr., Mrs. Letitia M. Carter and various Carter family trusts owned
100 percent of the outstanding stock of the company. Assets acquired mainly
consist of trade accounts receivable, inventories and property, plant and
equipment. The purchase price paid for the company pursuant to the stock
purchase agreement was $280 million. The purchase price was determined as a
result of arms-length negotiation between the parties to the transaction.
Funds to finance the acquisition were obtained from cash on hand and existing
credit facility agreements. Nordson is party to five-year revolving credit
facilities totaling $195 million with the following institutions: Bank of Nova
Scotia, Chase Manhattan Bank, Bank One, KeyBank, National City Bank, San Paolo
Bank and Wachovia Bank. Nordson is also party to 364-day revolving credit
facilities totaling $120 million with KeyBank and PNC Bank. In addition, Nordson
entered into a five-year term loan with National City Bank on October 30, 2000
in the amount of $40 million.
EFD is the world's leading producer of precision, low-pressure, industrial
dispensing valves and components. EFD's valve applicators are used to dispense a
variety of fluids, including solder paste, electronic coatings and adhesives,
fluxes, inks, paints, sealants and solvents. EFD's products are especially well
suited for the high-growth electronics and medical products markets. Nordson
intends to continue to utilize the assets acquired in this transaction in
substantially the same manner as they were employed prior to the acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a.) Financial Statements of EFD Inc.
It is impracticable to provide any of the required financial statements
at the time of the filing of this report. The financial statements, to
the extent required, will be filed as soon as practicable, but in no
event later than 75 days from the date the transaction closed.
b.) Pro Forma Financial Information
It is impracticable to provide any of the required pro forma
information at the time of the filing of this report. The pro forma
information, to the extent required, will be filed as soon as
practicable, but in no event later than 75 days from the date the
transaction closed.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
c.) Exhibits
Press release of Nordson Corporation dated September 21, 2000.
Press release of Nordson Corporation dated October 30, 2000.
Stock purchase agreement among Mr. John S. Carter, Jr., Mrs. Leticia M.
Carter and various Carter family trusts and Nordson Corporation dated
September 21, 2000.
SIGNATURE
Pursuant to the requirements 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.
Date: November 13, 2000 Nordson Corporation
/s/ Nicholas D. Pellecchia
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Vice President, Finance
and Controller
(Principal Financial Officer
and Chief Accounting Officer)
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Form 8-K
Exhibit Index
Exhibit Page
Number Number
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2.1 Press release of Nordson Corporation dated as of
September 21, 2000. 5
2.2 Press release of Nordson Corporation dated as of
October 30, 2000. 7
10 Stock purchase agreement among Mr. John S. Carter, Jr.,
Mrs. Leticia M. Carter and various Carter family trusts
and Nordson Corporation dated September 21, 2000. 8
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