UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2020
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
(State of incorporation)
28601 Clemens Road Westlake, Ohio
(Address of principal executive offices)
34-0590250
(I.R.S. Employer Identification No.)
44145
(Zip Code)
(440) 892-1580
(Registrant’s Telephone Number, including area code)
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
| Common Shares, without par value | NDSN | Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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| Large accelerated filer | x | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| 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. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
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, 2020 was approximately $8,999,983,246.
There were 58,094,487 Common Shares outstanding as of November 30, 2020.
Documents incorporated by reference:
Portions of the Proxy Statement for the 2021 Annual Meeting - Part III of the Form 10-K
Explanatory Note
This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the year ended October 31, 2020 of Nordson Corporation filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2020 (the “Original Filing”) is being filed solely for the purposes of correcting the disclosure in Item 12. 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.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications by the principal executive officer and the principal financial officer of Nordson Corporation as required by Section 302 of the Sarbanes-Oxley Act of 2002. 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.
No other changes have been made to the Original Filing, other than as described above. This Amendment does not reflect subsequent events occurring after the date of the Original Filing or modify or update any disclosures set forth in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and the other filings of Nordson Corporation with the SEC.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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:
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| 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
Item 15. Exhibits and Financial Statement Schedules
(a)(3) The following documents are filed as part of this Amendment:
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.
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| NORDSON CORPORATION |
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| Date: February 2, 2021 | By: | /s/ Joseph P. Kelley |
| | Joseph P. Kelley |
| | Executive Vice President, Chief Financial Officer |
