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 for the fiscal year ended November 2, 1997 ---------------- OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 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) (Zip Code) (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 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 --- --- 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. X --- 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. $588,939,000 as of December 31, 1997 - ------------------------------------ Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. 16,745,049 Common Shares as of December 31, 1997 ------------------------------- - ----------------- 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 1997 Annual Report - Parts I, II and IV ------------------------------------------------------- Portions of the Proxy Statement for the 1998 Annual Meeting - Part III ---------------------------------------------------------------------- 1
2 PART I ------ Item 1. Business. - ------- --------- GENERAL DEVELOPMENT OF BUSINESS ------------------------------- General Description of Business - ------------------------------- Founded in 1954, Nordson Corporation designs, manufactures and markets systems that apply adhesives, sealants and coatings to a broad range of consumer products during manufacturing operations. Our high value-added product line includes customized electronic control technology for the precise application of materials to meet customer's productivity, quality and environmental management targets. Nordson products are used around the world in the appliance, automotive, bookbinding, construction, container, converting, electronics, food and beverage, furniture, metal finishing, nonwovens, packaging and other diverse industries. The Company's consistent growth is based on a customer-driven strategy that is global in scope. Reaching out from corporate headquarters in Westlake, Ohio, Nordson markets its products through four international sales divisions--North America, Europe, Japan and Pacific South. These sales organizations are supported by a network of 40 direct operations in 32 countries. Consistent with this strategy, more than 60 percent of the Company's revenues are generated outside the United States. Nordson has more than 4,000 employees worldwide and has principal manufacturing facilities in Ohio, Georgia, California, Connecticut, Germany, the Netherlands, Sweden, and the United Kingdom. Corporate Purpose and Goals - --------------------------- Nordson Corporation 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. Nordson operates for the purpose of creating balanced, long-term benefits for all of our constituencies: customers, employees, shareholders and communities. Our corporate goal for growth is to double the value of the Company over a five-year period, with the primary measure of value set by the market for Company shares. While external factors may impact value, the achievement of this goal will rest with earnings growth, capital and human resource efficiency, and positioning for the future. Nordson does not expect every quarter to produce increased sales, earnings and earnings per share, or to exceed the comparative prior year's quarter. We do expect to produce long-term gains. When short-term swings occur, we do not intend to alter our basic objectives in efforts to mitigate the impact of these natural occurrences. 2
3 Growth is achieved by seizing opportunities with existing products and markets, investing in systems to maximize productivity, and pursuing growth markets. This strategy is augmented through product line additions, engineering, research and development, and acquisition of companies that can serve multinational industrial markets. We create benefits for our customers through a Package of Values(TM), which includes carefully engineered, durable products; strong service support; the backing of a well-established worldwide company with financial and technical strengths; and a corporate commitment to deliver what was promised. We strive to provide genuine customer satisfaction; it is the foundation upon which we continue to build our business. Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through employee training and the creation of on-the-job growth opportunities. The result is a highly qualified and professional management team capable of meeting corporate objectives. We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all business units and divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing company objectives. Nordson Corporation is an equal opportunity employer. Nordson is committed to contributing an average of 5 percent of domestic pretax earnings to human services, health, education and other charitable activities, particularly in communities where the Company has major facilities. 3
4 FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENT, --------------------------------------------- FOREIGN AND DOMESTIC OPERATIONS, AND EXPORT SALES ------------------------------------------------- In accordance with Statement of Financial Accounting Standards No. 14, "Financial Reporting for Segments of a Business Enterprise", Nordson has reported information about the Company's single industry segment, its geographic operations and its export sales. This information is contained in Note 16 (pages 38-39) of the 1997 Annual Report, incorporated herein by reference thereto. 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 adhesive dispensing systems for sealing corrugated cases and paperboard cartons, applying product labels, and stabilizing pallets. Product Assembly - Adhesive and sealant dispensing systems for bonding or sealing plastic, metal and wood products. Converting - Coating and laminating systems used to manufacture continuous-roll goods; specialty equipment for manufacturing bags and envelopes. Nonwovens - Automated equipment for applying adhesives, super- absorbent powders, liquids, and fibers to disposable nonwoven products. Gasketing - Automated gasketing systems for dispensing solid and foamed adhesives and sealants to bond and seal various assemblies and to produce form-in-place gaskets. Automotive - Adhesive and sealant dispensing systems for bonding and sealing glass, body panels and structural components used in automobiles; powder finishing systems for spraying primers, anti-chip coatings, basecoats and clearcoats to body panels. Powder Coating - Electrostatic spray systems for applying powder paints and coatings. Liquid Finishing - Electrostatic spray systems for applying liquid paints and coatings to plastic, metal and wood products. Container - Automated systems for dispensing and curing liquid and powder coatings that are applied to the interiors and ends of metal containers. 4
5 Electronics - Automated systems for applying protective conformal coatings, solder fluxes and adhesive materials to printed circuit boards and electronic assemblies. Automated Fluid Dispensing - Automated dispensing equipment for applying a broad range of fluids including adhesives, epoxies and soldering pastes to assemble semiconductor packages and printed circuit board assemblies. Accelerated Drying and Curing - Ultraviolet (UV), infrared (IR), induction heating, microwave and other automated drying and curing systems for graphic arts, finishing and product assembly operations. Nordson markets its products in the United States and fifty-six other countries, primarily through a direct sales force and also 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 principal manufacturing operations in Amherst and Elyria, Ohio; Norcross, Georgia; Carlsbad and Monterey, California; Branford, Connecticut; Luneburg, Germany; Udenhout, The Netherlands; Stenungsund, Sweden; and Slough, U.K. 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. 5
6 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 1997, no single customer accounted for 5 percent or more of sales. Backlog - ------- The Company's backlog of orders increased to $68.4 million at November 2, 1997 from $53.5 million at November 3, 1996. All orders in the November 1997 backlog are expected to be shipped to customers in fiscal 1998. 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. 6
7 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 $29,812,000 in fiscal 1997, compared with approximately $30,471,000 in fiscal 1996 and $28,866,000 in fiscal 1995. As a percentage of sales, these investments were approximately 5.0 percent in fiscal 1997, 1996 and 1995. Environmental Compliance - ------------------------ Compliance with federal, state and local environmental protection laws during fiscal 1997 had no material effect on the Company's capital expenditures, earnings, or competitive position. The Company also does not anticipate a material effect in 1998. Employees - --------- As of November 2, 1997, Nordson had 4,024 employees, including all full-time and part-time employees. 7
8 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 585,000 and office complex located on 52 acres of land Norcross, Georgia A manufacturing, laboratory 150,000 and office building located on 10 acres of land A manufacturing and office 27,000 building (leased) Duluth, Georgia An office and laboratory 108,000 building (leased) Westlake, Ohio An office and laboratory 68,000 building located on 25 acres of land Branford, A manufacturing and office 47,000 Connecticut building (leased) Carlsbad, A manufacturing and office 41,000 California building (leased) Monterey, A manufacturing, laboratory 63,000 California and office building (leased) Elyria, Ohio A manufacturing and warehouse 20,000 building Luneburg, A manufacturing, laboratory 130,000 Germany and office complex Erkrath, An office, laboratory and 63,000 Germany warehouse (leased) St. Thibault Des An office building (leased) 45,000 Vignes, France Tokyo, Japan An office, laboratory and 42,000 warehouse (leased) 8
9 Description Approximate Location of Property Square Feet - -------- ----------- ----------- Milano, Italy An office, laboratory and 41,000 warehouse (leased) Maastricht, The A warehouse and office 34,000 Netherlands building (leased) Stockport, U.K. An office, laboratory and 31,000 warehouse (leased) Slough, U.K. A manufacturing and office 25,000 building (leased) Albertslund, An office and warehouse 18,000 Denmark building Stenungsund, A manufacturing and office 15,000 Sweden building Udenhout, The A manufacturing and office 9,000 Netherlands 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 25 years and generally contain a provision for cancellation with some penalty at an earlier date. In addition, the Company leases equipment under various operating and capitalized leases. Information about leases is reported in Note 8 of Notes to Consolidated Financial Statements on page 33 of the 1997 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. 9
10 Executive Officers of the Company. - ---------------------------------- The executive officers of the Company as of December 31, 1997 were as follows: Served Position or Office With As The Company and Business Officer Experience During the Past Name Since Five (5) Year Period - ---------------------- ------- ------------------------------- Edward P. Campbell 1988 President and Chief Executive Age 48 Officer, 1997. President and Chief Operating Officer, 1996. Executive Vice President and Chief Operating Officer, 1994. Vice President, 1988. John E. Jackson 1986 Senior Vice President, 1994. Age 52 Vice President, 1986. Christian C. Bernadotte 1994 Vice President, Corporate Age 48 Development, 1997. Vice President, 1994. General Manager-Packaging and Product Assembly, 1986. Drexel R. Bunch 1986 Vice President, Manufacturing, 1986. Age 53 Raymond L. Cushing 1995 Treasurer, 1995. Age 43 Assistant Treasurer, 1990. Samuel O. Dawson 1996 Vice President, 1996. Age 57 General Manager-Powder Systems, 1988. Robert A. Dunn, Jr. 1997 Vice President, 1997. Age 50 General Manager-Automotive Systems, 1987. Bruce H. Fields 1992 Vice President, Human Resources, 1992. Age 46 Director, Human Resources, 1989. William D. Ginn 1966 Secretary, 1966. Age 74 Michael Groos 1995 Vice President, 1995. Age 46 General Manager, Central Region, European Division, 1990. Dr. Richard G. Klein 1986 Vice President, Corporate Research Age 55 & Technology, 1986. Donald J. McLane 1986 Vice President, 1986. Age 54 10
11 Served Position or Office With As The Company and Business Officer Experience During the Past Name Since Five (5) Year Period - ---------------------- ------- --------------------------------- Yoshihiko Miyahara 1989 Vice President, 1989. Age 60 Thomas L. Moorhead 1981 Vice President, Law and Assistant Age 61 Secretary, 1981. Nicholas D. Pellecchia 1986 Vice President, Finance and Age 52 Controller, 1986. 11
12 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 Stock Market's National Market. The information appearing under the captions "Dividend Information and Price Range Per Common Shares" and "Stock Listing Information" on page 44 of the 1997 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, 1997 was as follows: Number of Title of Class Record Holders -------------- -------------- Common shares with no 3,005 par value 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 40 and 41 of the 1997 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 22 through 24 of the 1997 Annual Report. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. - -------- ----------------------------------------------------------- The Company incorporates herein by reference the information appearing under the caption "Management's Discussion and Analysis" on pages 22 through 24 of the 1997 Annual Report and Note 11 on page 35 of the 1997 Annual Report. Item 8. Financial Statements and Supplementary Data. - ------- -------------------------------------------- The information required by this item appears on pages 25 through 39 of the 1997 Annual Report, incorporated herein by reference thereto. Item 9. Changes In and Disagreements With Accountants on Accounting - ------- ---------------------------------------------------------- and Financial Disclosure. ------------------------- None. 12
13 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 4 of the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission by January 30, 1998. 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 pages 5 and 6, and information pertaining to compensation of officers located on pages 9 through 22 of the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission by January 30, 1998. 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 8 of the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission by January 30, 1998. Item 13. Certain Relationships and Related Transactions. - -------- ----------------------------------------------- The Company incorporates herein by reference the information appearing under the caption "Agreements with Officers and Directors" on pages 24 and 25 of the Company's definitive Proxy Statement to be filed with the Securities and Exchange Commission by January 30, 1998. William D. Ginn, a director and Secretary of the Company, is Of Counsel to Thompson Hine & Flory LLP, a law firm which has in the past provided and continues to provide legal services to the Company. Messrs. Eric T. Nord and Evan W. Nord, directors of the Company, are brothers. 13
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 30, 1998 By: /s/ Nicholas D. Pellecchia -------------------------- Nicholas D. Pellecchia Vice President, Finance and Controller 14
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/ William P. Madar January 30, 1998 - ---------------------------- William P. Madar Director and Chairman of the Board /s/ Edward P. Campbell January 30, 1998 - --------------------------- Edward P. Campbell Director, President and Chief Executive Officer (Principal Executive Officer) /s/ Nicholas D. Pellecchia January 30, 1998 - ---------------------------- Nicholas D. Pellecchia Vice President, Finance and Controller (Principal Accounting Officer and Principal Financial Officer) /s/ William D. Ginn January 30, 1998 - ---------------------------- William D. Ginn Director and Secretary /s/ Dr. Glenn R. Brown January 30, 1998 - ---------------------------- Dr. Glenn R. Brown Director /s/ William W. Colville January 30, 1998 - ---------------------------- William W. Colville Director /s/ Stephen R. Hardis January 30, 1998 - ---------------------------- Stephen R. Hardis Director /s/ Dr. Anne O. Krueger January 30, 1998 - ---------------------------- Dr. Anne O. Krueger Director /s/ Eric T. Nord January 30, 1998 - ---------------------------- Eric T. Nord Director 15
16 /s/ Evan W. Nord January 30, 1998 - ---------------------------- Evan W. Nord Director /s/ William L. Robinson January 30, 1998 - ---------------------------- William L. Robinson Director 16
17 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 NOVEMBER 2, 1997 17
18 NORDSON CORPORATION INDEX TO FINANCIAL STATEMENTS (Item 14(a)(1)) Page Reference -------------- Data incorporated by reference from the 1997 Annual Report: Consolidated statement of income for the years ended November 2, 1997, November 3, 1996 and October 29, 1995 25 Consolidated balance sheet as of November 2, 1997 and November 3, 1996 26 Consolidated statement of cash flows for the years ended November 2, 1997, November 3, 1996 and October 29, 1995 27 Consolidated statement of shareholders' equity for the years ended November 2, 1997, November 3, 1996 and October 29, 1995 28 Notes to consolidated financial statements 29-39 Report of independent auditors 39 The consolidated financial statements of the Registrant listed in the preceding index, which are included in the 1997 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 1997 Annual Report is not to be deemed filed as part of this report. 18
19 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 (incorporated herein by reference to Exhibit 3-a to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994) 3-b Amendment to 1984 Regulations, adopted February 22, 1989, and 1984 Amended Regulations, as amended (incorporated herein by reference to Exhibit 3-b to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994) (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 Restated Rights Agreement between Nordson Corporation and National City Bank, Rights Agent (incorporated herein by reference to Exhibit 1 to Registrant's registration of rights to purchase common shares on Form 8-A/Amendment No.1 filed December 8, 1997) (10) Material Contracts 10-a Nordson Corporation 1995 Management Incentive Compensation Plan as Amended* 10-a-1 Nordson Corporation 1995 Management Incentive Compensation Plan -- Exhibit 1 for 1998 Plan Year 10-b 1979 Employees Stock Option Plan of the Registrant, as amended October 27, 1980 (incorporated herein by reference to Exhibit 10-b to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994)* 19
20 NORDSON CORPORATION INDEX TO EXHIBITS (Item 14(a)(3)) Exhibit Number Description - ------ ----------- 10-b-1 Amendment to 1979 Employees Stock Option Plan of the Registrant, adopted April 20, 1982 (incorporated herein by reference to Exhibit 10-b-1 to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994)* 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 (incorporated herein by reference to Exhibit 10-c to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994)* 10-c-1 Amendment to 1982 Incentive Stock Option Plan of the Registrant, adopted April 20, 1982 (incorporated herein by reference to Exhibit 10-c-1 to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994)* 10-c-2 Amendments to the 1982 Incentive Stock Option Plan of the Registrant, adopted January 30, 1987* 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-d to Registrant's Annual Report on Form 10-K for the year ended October 29, 1995)* 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)* 20
21 NORDSON CORPORATION INDEX TO EXHIBITS (Item 14(a)(3)) Exhibit Number Description - ------ ----------- 10-e Board of Directors Deferred Compensation Plan, as amended October 27, 1988 (incorporated herein by reference to Exhibit 10-e to Registrant's Annual Report on Form 10-K for the year ended October 30, 1994)* 10-f Employment Agreement between the Registrant and John E. Jackson (incorporated herein by reference to Exhibit 10-f to Registrant's Annual Report on Form 10-K for the year ended November 3, 1996)* 10-g Indemnity Agreement (incorporated herein by reference to Exhibit 10-g to Registrant's Annual Report on Form 10-K for the year ended November 3, 1996)* 10-h Restated Nordson Corporation Excess Defined Contribution Retirement Plan* 10-h-1 First Amendment to Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-h-1 to Registrant's Annual Report on Form 10-K for the year ended October 29, 1995)* 10-h-2 Amendment to Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-h-2 to Registrant's Annual Report on Form 10-K for the year ended October 29, 1995)* 10-i Nordson Corporation Excess Defined Benefit Pension Plan* 10-i-1 First Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-i-1 to Registrant's Annual Report on Form 10-K for the year ended October 29, 1995)* 10-i-2 Second Amendment to Nordson Corporation Excess Defined Benefit Retirement Plan (incorporated herein by reference to Exhibit 10-i-2 to Registrant's Annual Report on Form 10-K for the year ended October 29, 1995)* 10-j Nordson Corporation Officers' Deferred Compensation Plan* 21
22 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-l to Registrant's Annual Report on Form 10-K for the year ended November 3, 1996)* 10-m 1992 Restricted Stock Plan* 10-n Nordson Corporation 1993 Long-Term Performance Plan* 10-o 1988 Amended and Restated Stock Appreciation Rights Plan (incorporated herein by reference to Exhibit 10-o to Registrant's Annual Report on Form 10-K for the year ended October 29, 1995)* 10-p Consulting Agreement between the Registrant and William P. Madar (11) Calculation of Earnings per Share (13) Selected portions of the 1997 Annual Report 13-a Management's Discussion and Analysis (pages 22 through 24 of the 1997 Annual Report) 13-b Consolidated Statement of Income (page 25 of the 1997 Annual Report) 13-c Consolidated Balance Sheet (page 26 of the 1997 Annual Report) 13-d Consolidated Statement of Cash Flows (page 27 of the 1997 Annual Report) 13-e Consolidated Statement of Shareholders' Equity (page 28 of the 1997 Annual Report) 13-f Notes to Consolidated Financial Statements (pages 29 through 39 of the 1997 Annual Report) 22
23 NORDSON CORPORATION INDEX TO EXHIBITS (Item 14(a)(3)) Exhibit Number Description - ------ ----------- 13-g Report of Independent Auditors (page 39 of the 1997 Annual Report) 13-h Eleven-Year Summary (pages 40 and 41 of the 1997 Annual Report) 13-i Shareholder Information (page 44 of the 1997 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, 33-18309 and 33-33481) 99-b Form S-8 Undertakings (No. 2-66776) 99-c Annual Report on Form 11-K of the Nordson Employees' Savings Trust Plan for its fiscal year ended December 31, 1997 99-d Annual Report on Form 11-K of the Nordson Hourly-Rated Employees' Savings Trust Plan for its fiscal year ended December 31, 1997 *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. 23