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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
----------------------------------------------------------------------
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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.
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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.
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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.
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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.
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Item 2. Properties.
- ------ ----------
The following table summarizes the principal properties of the Company.
Description Approximate
Location of Property Square Feet
- -------- ----------- -----------
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
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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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.
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Executive Officers of the Company.
- ---------------------------------
The executive officers of the Company as of December 31, 1994 were as
follows:
Name Position
- ---- --------
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
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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.
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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:
Number of
Title of Class Record Holders
-------------- --------------
Common shares with no
par value 3,034
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.
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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.
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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
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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
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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
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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.
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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*
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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)*
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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
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
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