NORDSON CORP FORM 8-K. (Current report filing) Filed 06/14/12 for the Period Ending 06/14/12

Transcription

1 NORDSON CORP FORM 8-K (Current report filing) Filed 06/14/12 for the Period Ending 06/14/12 Address CLEMENS RD WESTLAKE, OH Telephone CIK Symbol NDSN SIC Code General Industrial Machinery and Equipment, Not Elsewhere Industry Misc. Capital Goods Sector Capital Goods Fiscal Year 10/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2012 Nordson Corporation (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) Clemens Road, Westlake, Ohio (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Top of the Form Item 2.01 Completion of Acquisition or Disposition of Assets. On June 14, 2012, Nordson Corporation ("Nordson") completed the previously announced acquisition of EDI Holdings, Inc., a Delaware corporation ("EDI"), pursuant to the terms of the Stock Purchase Agreement (the "Purchase Agreement"), dated May 18, 2012, among Nordson, EDI and the security holders of EDI. Upon the terms and subject to the conditions set forth in the Purchase Agreement, Nordson acquired all of the capital stock of EDI. Pursuant to the Purchase Agreement, Nordson acquired EDI for an aggregate purchase price of $200 million (the "Purchase Price"). The Purchase Price is subject to certain adjustments, including a customary working capital adjustment. Nordson funded the Purchase Price with borrowings under its existing credit facility with PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC as sole lead arranger and sole bookrunner. EDI is a leading provider of slot coating and flat polymer extrusion dies for plastic processors and web converters. A copy of the press release, dated June 14, 2012, announcing the completion of the acquisition of EDI is attached hereto as Exhibit Item 9.01 Financial Statements and Exhibits. (d) Exhibits

4 Top of the Form SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nordson Corporation June 14, 2012 By: Robert E. Veillette Name: Robert E. Veillette Title: Vice President, Secretary & General Counsel

5 Top of the Form Exhibit Index Exhibit No. Description 99.1 Press Release of Nordson Corporation dated June 14, 2012

6 Nordson Corporation Clemens Road Westlake, Ohio USA FOR RELEASE: CONTACT: Immediately James R. Jaye Director, Communications & Investor Relations Nordson Corporation Completes Acquisition of EDI Holdings, Inc. Westlake, Ohio, USA June 14, 2012 Nordson Corporation (Nasdaq: NDSN) today announced it has completed the acquisition of Chippewa Falls, Wisconsin-based EDI Holdings, Inc. (Extrusion Die Industries), a leading provider of slot coating and flat polymer extrusion dies for plastic processors and web converters. The completion of the transaction follows Nordson s May 21 announcement that it had entered into an agreement to acquire EDI. Nordson Corporation delivers precision technology solutions that help customers increase throughput, productivity and up-time, enable new products and features, and decrease material usage. The company engineers, manufactures and markets differentiated products and systems used for dispensing adhesives,, sealants, biomaterials and other materials, fluid management, test and inspection, UV curing and plasma surface treatment, all supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the company has operations and support offices in more than 30 countries. Visit Nordson on the web at Corp or # # #