Nordson Corporation 11-K
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark one)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                    
Commission file number                                         
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
    NORDSON EMPLOYEES’ SAVINGS TRUST PLAN
 
B.   Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145
 
 


 

INDEX
         
    Page
       
 
       
Financial Statements:
       
 
       
    2  
 
       
    3  
 
       
    4 - 11  
 
       
Supplemental Schedules:
       
 
       
    12  
 
       
    13  
 EX-23(A)

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
The Retirement Committee and Participants
   Nordson Employees’ Savings Trust Plan
We have audited the accompanying Statement of Net Assets Available for Benefits of the NORDSON EMPLOYEES’ SAVINGS TRUST PLAN and the related Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. 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 net assets available for benefits of Nordson Employees’ Savings Trust Plan as of December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes (at end of year) and reportable transactions as of December 31, 2007, are presented for the purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ MEADEN & MOORE, LTD.
Certified Public Accountants
June 5, 2008
Cleveland, Ohio

 


Table of Contents

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
Nordson
Employees’ Savings Trust Plan
                 
    December 31  
    2007     2006  
ASSETS
               
Receivables:
               
Employee contributions
  $     $ 838  
Employer contributions
    97,118       103,446  
Dividends
    83,006       173,404  
Pending sale receivable
    582,013        
 
           
Total Receivables
    762,137       277,688  
 
Investments:
               
Nordson Corporation common stock
    25,767,683       49,373,358  
Hartford Life
    40,286,140       38,736,700  
Mainstay S&P 500 Index Fund I
    35,451,929       35,113,084  
Mainstay Large Cap Growth I
    27,606,204       21,666,086  
KeyBank NA Managed Guaranteed Investment Contract Fund
    8,358,130       10,149,324  
MFS Intl New Discovery A
    31,399,537       27,755,162  
Baron Small Cap Fund
    20,252,057       17,826,338  
Mainstay Balanced Fund I
    15,516,767       16,725,343  
Mainstay Cash Reserves Fund I
    17,304,847       13,017,403  
PIMCO Total Return Fund (Admin)
    14,312,698       11,188,984  
Allianz NFJ Dividend Value A
    2,127,625        
National Western Annuities
    112,386       107,347  
Participant Loans
    5,188,781       4,788,410  
 
           
Total Investments
    243,684,784       246,447,539  
 
           
 
               
TOTAL ASSETS
    244,446,921       246,725,227  
 
               
LIABILITIES AND NET ASSETS
               
Payable to Nordson Corporation Non-Union Employees Stock Ownership Plan
          24,554,112  
 
           
 
               
Net Assets Available for Benefits at Fair Value
    244,446,921       222,171,115  
 
               
Adjustment from fair value to contract value for fully benefit-responsive contracts
    83,551       199,477  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 244,530,472     $ 222,370,592  
 
           
See accompanying notes.

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Table of Contents

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Nordson
Employees’ Savings Trust Plan
                 
    Year Ended December 31  
    2007     2006  
Additions to Net Assets Attributed to:
               
Contributions:
               
Employer
  $ 3,005,626     $ 2,972,822  
Employee
    9,581,901       9,426,599  
Rollover
    518,366       442,321  
 
           
 
    13,105,893       12,841,742  
 
               
Interest and dividend income
    12,795,545       9,501,244  
Net unrealized/realized appreciation
    6,846,521       19,502,402  
 
           
 
               
Total Additions
    32,747,959       41,845,388  
 
Deductions from Net Assets Attributed to:
               
Benefits paid to participants
    10,651,665       18,675,158  
 
           
 
               
Net Increase
    22,096,294       23,170,230  
 
               
Transfers (to) from Another Plan:
               
HP Solutions, Inc. 401(k) Profit Sharing Plan
          509,979  
Nordson Corporation Non-Union Employees Stock Ownership Plan
    63,586       (24,554,112 )
 
               
Net Assets Available for Benefits:
               
Beginning of Year
    222,370,592       223,244,495  
 
           
 
               
End of Year
  $ 244,530,472     $ 222,370,592  
 
           
See accompanying notes.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
1   Description of Plan
The following description of The Nordson Employees’ Savings Trust Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.
General:
The Plan, which began March 16, 1962, is a defined contribution plan covering certain salaried, full-time and part-time, domestic employees of Nordson Corporation (the Company). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective April 1, 2006, the HP Solutions, Inc. 401(k) Profit Sharing Plan was merged into the Plan and its assets were transferred to the Plan.
Effective December 31, 2006, the ESOP feature of the Plan was spun off into a separate plan, the Nordson Corporation Non-Union Employees Stock Ownership Plan. During 2007, $24,554,112 was transferred to the new plan.
Eligibility:
All salaried, full-time and part-time, domestic employees of the Company are eligible on date of hire.
Contributions:
Pre tax employee contribution — Participants may elect between 1% and 16% of their compensation to be contributed to the Plan by the Company.
Post tax employee contribution — Participants may elect between 1% and 16% of their compensation to be contributed to the Plan by the Company.
Employer Contributions — The Company makes contributions equal to 50% of each participant’s contributions which were attributable to the first 6% of compensation, subject to Plan restrictions.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
1   Description of Plan, Continued
Contributions, Continued:
The Company may also make additional discretionary contributions, if authorized by its Board of Directors.
Rollover contributions from other Plans are also accepted, providing certain specified conditions are met.
Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code as defined in the Plan agreement.
Participants’ Accounts:
A separate account in each fund is maintained for each participant. The account balances for participants are adjusted periodically, as follows:
  a)   As of the date with respect to which the contribution was earned.
 
  b)   Daily for a pro rata share of each respective Fund’s net investment income, determined by the percentage increase or decrease in the value of the Fund.
 
  c)   Annually for a pro rata share of forfeitures, determined by the ratio that each active participant’s percentage of regular contribution (1 to 6%) for the plan year bears to the aggregate percentage of employee’s regular contributions for such plan year of all active participants. However, no forfeitures of a participant’s account shall be allocated prior to the earlier of a five year period commencing from the date on which the participant’s employment was terminated or upon the participant requesting distribution.
Vesting:
Participants are fully vested in all employee contributions and rollover contributions and the related gains and losses. Participants vest in employer contributions (adjusted for gains and losses) 33.3% for each year of service. Prior to January 1, 2007, participants vested at the rate of 20% for each year of service.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
1   Description of Plan, Continued
Forfeitures:
Forfeitures due to termination from the Plan before a participant is 100% vested shall be allocated to remaining participants. Forfeitures for the years ended December 31, 2007 and 2006 were $106,951 and $88,264, respectively.
Participants’ Loans:
Loans are permitted under certain circumstances and are subject to limitations. Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loans are repaid over a period not to exceed 5 years with exceptions for the purchase of a primary residence.
The loans are secured by the balance in the participant’s account and bear interest at rates established by the Company. Principal and interest are paid ratably through monthly payroll deductions.
Payment of Benefits:
Upon retirement after age 55, or death or disability if earlier, the balance in the separate account is paid to the participant or his beneficiaries either in a lump sum or in installments. Until distribution, each account shall participate in the allocation of earnings and appreciation of assets.
If the employment of a participant is terminated for any cause other than death or total disability prior to the attainment of the age of 55 years, there shall be a distribution based on the number of years the participant participated in the Plan. The portion of the account to be distributed will be equal to all the employee’s contributions and related earnings, plus 33⅓% of the remainder of the balance (the employer’s matching contribution, forfeitures and related earnings) in the separate account for each full year of participation in the plan up to 100%. Any portion not distributed shall be forfeited.
Investment Options:
Each participant may direct that all of his contributions and, when the participant is fully vested or attains age 55, all matching employer contributions, be invested jointly in 10% increments in any of the investment funds offered by the Plan. For participants not fully vested and less than 55 years old, all Company matching contributions are deposited in the Nordson Match Stock Fund. A participant who has completed at least 3 years of service may elect to have his separate account which is attributable to employer matching contributions and which is invested in the Nordson Match Stock Fund transferred to any other investment option.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
2   Summary of Significant Accounting Policies
Basis of Accounting:
The Plan’s transactions are reported on the accrual basis of accounting.
Investment Valuation:
Investments in equity and debt securities, traded on a national exchange, and mutual funds are valued at the market price on the last business day of the Plan year. Securities traded in the over-the-counter market are valued at the mean between the last reported bid and ask prices. Deposits under group annuity contracts are valued at the fair value as reported by the insurance companies. Guaranteed investment contracts are valued at contract value which represents contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. Participant loans are valued at amortized cost, which represents fair value.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The fair value is based on various valuation approaches dependent on the underlying investments of the contract.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Interest is calculated and paid using money market interest rates on late transfers of money between the various funds. This is done to record the proper investment earnings within each fund.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
2   Summary of Significant Accounting Policies, Continued
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Plan Termination:
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.
Risks and Uncertainties:
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
3   Tax Status
On December 12, 2003, the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended; however, the Plan Administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
4   Investments
The Plan’s funds are invested in the common stock of the Company, mutual funds, annuity contracts and guaranteed investment contracts. Investments which constitute more than 5% of the Plan’s net assets are:
                 
    2007   2006
Nordson Corporation common stock
  $ 25,767,683     $ 49,373,358  
Hartford Life
  $ 40,286,140     $ 38,736,700  
Mainstay S&P 500 Index Fund I
  $ 35,451,929     $ 35,113,084  
Mainstay Large Cap Growth I
  $ 27,606,204     $ 21,666,086  
MFS Intl New Discovery A
  $ 31,399,537     $ 27,755,162  
Baron Small Cap Fund
  $ 20,252,057     $ 17,826,338  
Mainstay Balanced Fund I
  $ 15,516,767     $ 16,725,343  
Mainstay Cash Reserves Fund I
  $ 17,304,847     $ 13,017,403  
PIMCO Total Return Fund (Admin)
  $ 14,312,698     $ 11,188,984  
 
During 2007 and 2006, the Plan’s investments changed in fair value as follows:
                 
    2007     2006  
Mutual funds
  $ 2,401,209     $ 8,839,998  
Common/collective funds
    461,797       584,885  
Annuities
    (1,985 )     (3,841 )
Nordson Corporation common stock
    3,985,500       10,081,360  
 
           
 
  $ 6,846,521     $ 19,502,402  
 
           
5   Guaranteed Investment Contracts
Guaranteed investment contracts are valued at contract value because the investments are fully benefit-responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by Company-initiated events, such as in connection with the sale of a business, may result in distributions at other than contract value. There are no reserves against contract value for credit risk of contract issuers or otherwise. The fair value of the investment contracts at December 31, 2007 and 2006 was $8,358,130 and $10,149,324. The average yield was approximately 4.49% for 2007 and 4.71% for 2006 and the crediting interest rate was approximately 4.54% for 2007 and 4.63% for 2006. The crediting rate for this investment contract is reset annually by the issuer but cannot be less than zero.

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
6   Nonparticipant-Directed Investments
Information about the net assets and the significant components of changes in net assets related to nonparticipant-directed investments, which are included within the Nordson Corporation Stock Fund and the Mainstay Cash Reserves Fund I, is as follows:
Nordson Match Stock Fund
                 
    2007     2006  
Net Assets:
               
Nordson Corporation common stock
  $ 8,736,421     $ 8,388,112  
Mainstay Cash Reserves Fund I
    224,734       429,449  
Dividends receivable
    28,143       29,461  
Pending sale receivable
    197,329        
 
           
 
  $ 9,186,627     $ 8,847,022  
 
           
 
               
Changes in Net Assets:
               
Contributions
  $ 434,004     $ 358,659  
Interest and dividend income
    133,964       145,362  
Net realized and unrealized gains
    1,203,671       1,792,183  
Distributions to participants
    (414,767 )     (509,213 )
Net transfers to participant-directed funds
    (1,017,267 )     (1,002,057 )
 
           
 
  $ 339,605     $ 784,934  
 
           
 
Nordson ESOP Stock Fund
                 
    2007     2006  
Net Assets:
               
Nordson Corporation common stock
  $     $ 24,438,326  
Mainstay Cash Reserves Fund I
          29,960  
Dividends receivable
          85,826  
Payable to Nordson Corporation Non-Union Employees Stock Ownership Plan
          (24,554,112 )
 
           
 
  $     $  
 
           
 
               
Changes in Net Assets:
               
Interest and dividend income
  $     $ 379,348  
Net realized and unrealized gains
          4,710,020  
Investment expenses
          (943 )
Distributions to participants
          (1,377,053 )
Net transfers to participant-directed funds
          (194,484 )
Transfer to Nordson Corporation Non-Union Employees Stock Ownership Plan
          (24,554,112 )
 
           
 
  $     $ (21,037,224 )
 
           

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NOTES TO FINANCIAL STATEMENTS
Nordson
Employees’ Savings Trust Plan
7   Party-in-Interest Transactions
Certain legal, accounting and administrative expenses are paid by the Company.
8   Diversification
An employee who has participated under the Nordson Corporation Non-Union Employees Stock Ownership Plan for ten or more years and who has attained age 55 may elect, within the 90 day election period following the close of each plan year during his qualified period, to transfer up to 25% of the aggregate balance of his separate account from the Nordson Corporation Non-Union Employees Stock Ownership Plan to the Nordson Employees’ Savings Trust Plan. For the last Plan year in his qualified period he may elect to transfer up to 50% of the aggregate balance of his separate account. The qualified period is the six Plan year period beginning with the Plan year following the Plan year in which the participant attains age 55 or completes ten years as a participant, whichever is later.
9   Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
                 
    December 31  
    2007     2006  
Net assets available for benefits per the financial statements
  $ 244,530,472     $ 222,370,592  
Dividend income reclassification
          173,404  
 
           
 
               
Net assets available for benefits per the Form 5500
  $ 244,530,472     $ 222,543,996  
 
           
     The following is a reconciliation of the earnings on investments per the financial statements to the Form 5500:
                 
    2007     2006  
Interest and dividend income per the financial statements
  $ 12,795,545     $ 9,501,244  
Dividend income reclassification
    (173,404 )     173,404  
 
           
 
               
Interest and dividend income per the Form 5500
  $ 12,622,141     $ 9,674,648  
 
           

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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
Form 5500, Schedule H, Part IV, Line 4i
Nordson
Employees’ Savings Trust Plan
EIN 34-0590250
Plan Number 002
December 31, 2007
                         
    (b)   ( c )              
    Identity of Issue,   Description of Investment Including           (e)  
    Borrower, Lessor,   Maturity Date, Rate of Interest,   (d)     Current  
(a)   or Similar Party   Collateral, Par or Maturity Value   Cost**     Value  
*  
Nordson Corporation common stock
  293,845 shares, Common Stock     N/A     $ 17,031,262  
*  
Nordson Corporation common stock
  150,732 shares, Common Stock   $ 4,734,398       8,736,421  
   
Hartford Life
  GA #2374-A, 4.0%, Group Annuity Contract     N/A       40,286,140  
   
Mainstay S&P 500 Index Fund I
  1,048,874 shares, Mutual Fund     N/A       35,451,929  
   
Mainstay Large Cap Growth I
  3,797,277 shares, Mutual Fund     N/A       27,606,204  
^^  
KeyBank NA Managed Guaranteed Investment Contract Fund
  398,488 shares, Guaranteed Investment Contract     N/A       8,441,681  
   
MFS Intl New Discovery A
  1,290,569 shares, International Stock Fund     N/A       31,399,537  
   
Baron Small Cap Fund
  849,856 shares, Mutual Fund     N/A       20,252,057  
   
Mainstay Balanced Fund I
  590,890 shares, Mutual Fund     N/A       15,516,767  
   
Mainstay Cash Reserves Fund I
  17,080,114 shares, Money Market Fund     N/A       17,080,114  
   
Mainstay Cash Reserves Fund I
  224,733 shares, Money Market Fund   $ 224,733       224,733  
   
PIMCO Total Return Fund (Admin)
  1,338,887 shares, Bond Fund     N/A       14,312,698  
   
Allianz NFJ Dividend Value A
  127,479 shares, Mutual Fund     N/A       2,127,625  
   
National Western Annuities
  112,386 shares, Group Annuity Contract     N/A       112,386  
*  
Participant Loans
  Notes receivable (interest ranging from 4% to 10%)     N/A       5,188,781  
   
 
                 
   
 
              $ 243,768,335  
   
 
                 
 
*   Party-in-interest to the Plan.
 
**   Historical cost provided only for nonparticipant-directed investments.
 
^^   Amount reported at contract value.

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SCHEDULE OF REPORTABLE TRANSACTIONS
Form 5500, Schedule H, Part IV, Line 4j
Nordson
Employees’ Savings Trust Plan
EIN 34-0590250
Plan Number 002
December 31, 2007
                                                                 
                                                    (h) Current        
(a)                                 (f) Expense             Value of        
Identity                                 Incurred             Asset on        
of Party         (c) Purchase     (d) Selling     (e) Lease     with     (g) Cost of     Transaction     (i) Net Gain  
Involved     (b) Description of Asset   Price     Price     Rental     Transaction     Asset     Date     (Loss)  
New York Life Trust Company  
Mainstay Cash Reserves Fund I
  $     $ 13,132,476     $     $     $ 13,132,470     $ 13,132,476     $ 6  
       
 
                                         

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Exhibits
The following exhibit is filed herewith:
Exhibit No.
23-a            Consent of Independent Registered Public Accounting Firm
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    NORDSON EMPLOYEES’ SAVINGS TRUST PLAN    
 
           
Date: June 11, 2008
           
 
           
 
  By  
/s/ Gregory A. Thaxton
     
 
      Gregory A. Thaxton      
 
      Vice President, Chief Financial Officer    
 
      Nordson Corporation