Nordson (NDSN) 10-K/A risk factor changes: FY2020 vs FY2016

[added: UNITED STATES] SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K/A][added: FORM 10-K/A]

[removed: (Amendment] [added: (Amendment] No. [removed: 1)][added: 1)]

[added: | ☒ | | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF] THE SECURITIES EXCHANGE ACT OF [removed: 1934][added: 1934 | | |]

[removed: (Mark One)][added: (Mark One)]

| [removed: ☒] [added: ☐] | [removed: ANNUAL] [added: | | TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | [added: | |]

[removed: For] [added: For] the fiscal year ended October 31, [removed: 2016][added: 2020]

| [removed: ☐] [added: Securities registered pursuant to Section 12(b) of the Act:] | [removed: TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934] | [added: | | | | | | |]

[removed: For] [added: For] the transition period [removed: from to][added: from to]

[removed: Commission] [added: Commission] file number [removed: 0-7977][added: 0-7977]

[removed: NORDSON CORPORATION][added: NORDSON CORPORATION]

[removed: (Exact] [added: (Exact] name of Registrant as specified in its [removed: charter)][added: charter)]

[removed: | Ohio | | 34-0590250 |][added: Ohio]

[removed: | (State of incorporation) | | (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.) |][added: No.)]

[removed: | 28601] [added: 28601] Clemens Road Westlake, [removed: Ohio | | 44145 |][added: Ohio]

[removed: | (Address] [added: (Address] of principal executive [removed: offices) | | (Zip Code) |][added: offices)]

[removed: (440) 892-1580][added: (440) 892-1580]

[removed: (Registrant’s] [added: (Registrant’s] Telephone Number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section [removed: 12(b)] [added: 12(g)] of the [removed: Act:][added: Act:]

[removed: Common] [added: | Common] Shares, without par [removed: value][added: value | | | NDSN | | | Nasdaq Stock Market LLC | | |]

[removed: None][added: None]

Yes [removed: ☒] [added: x] No ☐

Yes ☐ No [removed: ☒][added: x]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or [removed: 15 (d)] [added: 15(d)] of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the [removed: registrant] [added: Registrant] has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit [removed: and post] such files).

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company or an emerging growth] company.

See [removed: definition] [added: the definitions] of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and “emerging growth company”] in Rule 12b-2 of the Exchange [removed: Act.][added: Act:]

| Large accelerated filer | [removed: ☒] | [added: | x | | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ [removed: (Do not check if smaller reporting company)] | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

The aggregate market value of Common Shares, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April 30, [removed: 2016] [added: 2020] was approximately [removed: $4,357,415,366.][added: $8,999,983,246.]

There were [removed: 57,348,873] [added: 58,094,487] Common Shares outstanding as of November 30, [removed: 2016.][added: 2020.]

[removed: Documents incorporated by reference:] Portions of the Proxy Statement for the [removed: 2017] [added: 2021] Annual Meeting - Part III [added: of the Form 10-K]

[removed: Explanatory Note][added: Explanatory Note]

[removed: Nordson Corporation (the “Company”) is filing this] [added: This] Amendment No. 1 [removed: (“Form 10-K/A”)] [added: (this “Amendment”)] to [removed: our] [added: the] Annual Report on Form 10-K for the [removed: fiscal] year ended October 31, [removed: 2016, which was] [added: 2020 of Nordson Corporation] filed with the Securities and Exchange Commission [added: (the “SEC”)] on December [removed: 15, 2016] [added: 18, 2020] (the “Original Filing”) [added: is being filed] solely [removed: to include] [added: for] the [removed: updated Exhibit 21, Subsidiaries] [added: purposes] of [added: correcting] the [removed: Registrant.][added: disclosure in Item 12.]

No other changes have been made to the Original [removed: Filing.][added: Filing, other than as described above.]

This Amendment [removed: reflects information as of the filing date of the Original Filing,] does not reflect [added: subsequent] events occurring after [removed: that] [added: the] date [removed: and does not] [added: of the Original Filing or] modify or update [removed: in] any [removed: way] disclosures [removed: made] [added: set forth] in the Original [removed: Filing, except as specifically noted above.][added: Filing.]

[removed: This] [added: Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this] Amendment also [removed: includes currently dated] [added: contains new] certifications [removed: from our Chief Executive Officer] [added: by the principal executive officer] and [removed: our Chief Financial Officer,] [added: the principal financial officer of Nordson Corporation] as required by [removed: Rule 12b-15] [added: Section 302] of the [removed: Securities Exchange] [added: Sarbanes-Oxley] Act of [removed: 1934, as amended.][added: 2002.]

[removed: PART IV][added: PART III]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

OR

| | | | | | |

| --- | --- | --- | --- | --- | --- |

(State of incorporation)

34-0590250

44145

(Zip Code)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Title of Each Class | | | Trading Symbol(s) | | | Name of Each Exchange on which Registered | | |

Yes x No ☐

Yes x No ☐

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Emerging growth company | | | ☐ | | | | | | | | |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No x

Documents incorporated by reference:

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

This Amendment amends and restates in its entirety Item 12 of Part III of the Original Filing.

Accordingly, Item 15(a)(3) of Part IV of the Original Filing is amended to include the currently dated certifications as exhibits.

Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

Accordingly, this Amendment should be read in conjunction with the Original Filing and the other filings of Nordson Corporation with the SEC.

10-K/A 1 ndsn-10ka_20161031.htm 10-K/A

UNITED STATES

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF

| --- | --- |

OR

| | | |

| --- | --- | --- |

Securities registered pursuant to Section 12(g) of the Act:

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.

(Check one):

| --- | --- | --- | --- |

| | | | |

The consolidated financial statements and notes to the consolidated financial statements are not being reissued and remain the same as those filed in the Original Filing.

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement for the 2021 Annual Meeting of Shareholders.

Equity Compensation Table

The following table sets forth information regarding equity compensation plans in effect as of October 31, 2020:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan category | | | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | | | | | | Weighted-average exercise price of outstanding options, warrants and rights (2) | | | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first reporting column) (3) | | |

| Equity compensation plans approved by security holders | | | | | | 1,930,841 | | | | | | $ | 122.45 | | | | | 1,493,523 | | |

| Equity compensation plans not approved by security holders | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,930,841 | | | | | | $ | 122.45 | | | | | 1,493,523 | | |

(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards.

(2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average price, as such awards have no exercise price.

(3) As of October 31, 2020, includes shares available for future issuance under the 2012 Plan, including for awards other than options, warrants and rights.

PART IV

[added: (a)(3)] The following [added: documents] are filed as part of this [removed: report:][added: Amendment:]

[removed: Signatures][added: Signatures]

| | [added: | |] NORDSON CORPORATION | | [added: | | | |]

| | | [removed: Senior] [added: | | | | Executive] Vice President, Chief Financial Officer | [added: | |]

| 31.1 | | [removed: Certification] [added: | | | | [Certification] pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233121000008/ndsn-20201031xexx311cert.htm)] | [added: | |]

| 31.2 | | [removed: Certification] [added: | | | | [Certification] pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233121000008/ndsn-20201031xexx312cert.htm)] | [added: | |]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| Date: February 2, 2021 | | | By: | | | /s/ Joseph P. Kelley | | |

| | | | | | | Joseph P. Kelley | | |

(a) 1.

Financial Statements

The following financial statements are included in Part II, Item 8 of the Registrant’s Form 10-K for the Year Ended October 31, 2016

Consolidated Statements of Income for each of the three years in the period ended October 31, 2016

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2016

Consolidated Balance Sheets as of October 31, 2016 and October 31, 2015

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, 2016

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2016

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

(a) 2.

Financial Statement Schedule

Schedule II Valuation and Qualifying Accounts and Reserves is included in the Registrant’s Form 10-K for each of the three years in the period ending October 31, 2016.

No other 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.

Exhibits

The exhibits listed on the accompanying index to exhibits are filed as part of this Annual Report on Form 10-K.

| --- | --- | --- |

| | | |

| Date: December 15, 2016 | By: | /s/ GREGORY A. THAXTON |

| | | Gregory A. Thaxton |

NORDSON CORPORATION

Index to Exhibits

(Item 15(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 31, 2011) |

| 3-a-1 | | Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2011) |

| 3-b | | 1998 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016) |

| (4) | | Instruments Defining the Rights of Security Holders, including indentures |

| 4-b | | Amended and Restated Note Purchase and Private Shelf Agreement for $200 million between Nordson Corporation and New York Life Investment Management LLC dated as of September 30, 2016 (incorporated herein by reference to Exhibit 4-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016) |

| 4-c | | $500 million Credit Agreement dated December 9, 2011 between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated December 12, 2011) |

| 4-e | | Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012) |

| 4-g | | Credit Agreement dated August 6, 2014 by and among Nordson Corporation, PNC Bank National Association and PNC Capital Markets LLC (incorporated herein by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014) |

| 4-h | | Second Amended and Restated Credit Agreement dated February 20, 2015 between Nordson Corporation and various financial institutions (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated February 26, 2015) |

| 4-i | | $200 million Term Loan Facility Agreement dated April 10, 2015 between Nordson Corporation and PNC Bank National Association (incorporated herein by reference to Exhibit 4.2 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015) |

| 4-j | | Master Note Purchase Agreement dated July 28, 2015 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015) |

| (10) | | Material Contracts |

| 10-b-1 | | Nordson Corporation 2005 Deferred Compensation Plan (incorporated herein by reference to Exhibit 10-b-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)* |

| 10-b-2 | | Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-b-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)* |