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Exhibit 3-a
NORDSON CORPORATION
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1989
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AMENDED ARTICLES OF INCORPORATION
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FIRST. The name of the Corporation is
NORDSON CORPORATION.
SECOND. The place in the State of Ohio
where its principal office is located is the City of
Amherst, in Lorain County.
THIRD. This Corporation operates for the
purpose of creating long-term benefits for all of its con-
stituencies, including shareholders, customers, employees,
and the communities in which it exists. In furtherance
thereof, the Corporation is authorized:
(a) To manufacture, to purchase, lease,
or otherwise acquire, to hold and use, and to
sell, lease, or otherwise dispose of, equipment,
processes, methods, articles, products, and sup-
plies connected with or relating to the applica-
tion of thermoplastic adhesives used in packaging,
product assembly, and other industrial processes;
(b) To manufacture, to purchase, lease,
or otherwise acquire, to hold and use, and to
sell, lease, or otherwise dispose of equipment,
processes, methods, articles, products, and sup-
plies connected with or relating to the spraying,
extrusion, or other handling and application of
paints and other coating materials and substances;
(c) To manufacture, to purchase, lease,
or otherwise acquire, to hold and use, to sell,
lease, or otherwise dispose of, and to deal in or
with personal property of any description and any
interest therein;
(d) To purchase, lease, or otherwise
acquire, to invest in, hold, use, and encumber,
and to sell, lease, exchange, transfer, or other-
wise equip, maintain, and operate structures and
real property of any description and any interest
therein;
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(e) To borrow money, to issue, sell,
and pledge its notes, bonds, and other evidences
of indebtedness, to secure any of its obligations
by mortgage, pledge, or deed of trust of all or
any of its property, and to guarantee and secure
obligations of any person, all to the extent
necessary, useful, or conducive to carrying out
any of the purposes of the Corporation;
(f) To invest its funds in any shares
or other securities of another corporation, busi-
ness or undertaking or of a government, govern-
mental authority, or governmental subdivision; and
(g) To do whatever is deemed neces-
sary, useful, or conducive to carrying out any of
the purposes of the Corporation and to engage in
any lawful activity for which corporations may be
formed under the Ohio General Corporation Law.
FOURTH. The authorized number of shares of
the Corporation is 90,000,000, consisting of 10,000,000 Pre-
ferred Shares, without par value (the "Preferred Shares"),
and 80,000,000 Common Shares, without par value (the "Common
Shares").
DIVISION A Express Terms of Preferred Shares
1. PREFERRED SHARES. With respect to
the Preferred Shares, the Directors, without any further
action by the shareholders, may, at any time and from time
to time, adopt an amendment or amendments to the Articles
of Incorporation of the Corporation, in respect of any Pre-
ferred Shares which constitute unissued or treasury shares
at the time of such adoption, for the purpose of dividing
any or all of such Preferred Shares into such series as the
Directors shall determine, each of which series shall bear
such distinguishing designation as the Directors shall
determine and, within the limitations prescribed by the
provisions of the Ohio General Corporation Law, fix the
express terms of any such series of Preferred Shares, which
may include statements specifying:
(a) Dividend rights, which may be
cumulative or non-cumulative, at a specified
rate, amount, or proportion, with or without
further participation rights, and in preference
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to, junior to, or on a parity in whole or in part
with dividend rights of shares of any other class
or series:
(b) Liquidation rights, preferences,
and price;
(c) Redemption rights and price or
prices, if any;
(d) Sinking fund requirements, if any,
which may require the Corporation to provide a
sinking fund out of earnings or otherwise for the
purchase or redemption of such shares or for
dividends thereon;
(e) Voting rights, which may be full
(not more, however, than one vote per share),
limited, or denied, except as otherwise required
by law;
(f) Conversion rights, if any, and the
conversion rate or rates or price or prices and
the adjustments thereof, if any, and all other
terms and conditions upon which conversions may
be made; and
(g) Restrictions on the issuance of
shares of any class or series of the Corporation.
DIVISION B Express Terms of Common Shares
1. The Common Shares shall be subject to
the express terms of the Preferred Shares and any series
thereof. Each Common Share shall be equal to every other
Common Share. The holders of Common Shares shall be en-
titled to one vote for each share held by them upon all
matters presented to the shareholders.
2. No holder of Common Shares, as such,
shall have any pre-emptive right to purchase or subscribe
for shares of the Corporation, of any class, or other secu-
rities of the Corporation, of any class, whether now or
hereafter authorized.
FIFTH. The Corporation, by action of its
Directors, and without action by its shareholders, may
purchase its own shares, of any class or series, in accor-
dance with the provisions of the Ohio General Corporation
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Law, either in the open market or at public or private
sale, in such manner and amounts, from such holder or hold-
ers of outstanding shares of the Corporation, and at such
prices as the Directors shall from time to time determine,
subject, however, to such limitation or restriction, if
any, as may be contained in the express terms of any class
or series of shares of the Corporation outstanding at the
time of such purchase.
SIXTH. Fair Price or Supermajority Vote
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Provision.
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1. VOTING REQUIREMENT. Unless both the
fair price requirement set forth in paragraph 2 and the
other conditions set forth in paragraph 3 have been sat-
isfied, the affirmative vote of the holders of 80% of all
outstanding shares of the Corporation entitled to vote in
elections of directors, voting together as a single class,
shall be required for the authorization or approval of any
of the following transactions:
(a) MERGER OR CONSOLIDATION. The
merger or consolidation of the Corporation or
any of its subsidiaries with or into an inter-
ested shareholder (as hereinafter defined).
(b) DISPOSITION OF ASSETS. The sale,
lease, pledge, or other disposition, in one trans-
action or in a series of transactions, from the
Corporation or any of its subsidiaries to an
interested shareholder, or from an interested
shareholder to the Corporation or any of its sub-
sidiaries, of assets having an aggregate fair mar-
ket value (as hereinafter defined) of $1,000,000
or more.
(c) ISSUANCE OR TRANSFER OF SECURI-
TIES. The issuance, sale, or other transfer, in
one transaction or in a series of transactions,
by the Corporation or any of its subsidiaries to
an interested shareholder, or by an interested
shareholder to the Corporation or any of its
subsidiaries, of securities for cash or other
consideration having an aggregate fair market
value of $1,000,000 or more.
(d) LIQUIDATION OR DISSOLUTION. The
liquidation or dissolution of the Corporation
proposed by an interested shareholder.
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(e) RECLASSIFICATION OR RECAPITALIZA-
TION. The reclassification of securities, re-
capitalization of the Corporation, or other
transaction that has the effect of increasing the
proportionate share of any class of outstanding
securities of the Corporation or any of its sub-
sidiaries beneficially owned (as hereinafter
defined) by an interested shareholder or of
otherwise diluting the position of any share-
holder of the Corporation in comparison with
the position of an interested shareholder.
(f) OTHER TRANSACTIONS. Any other
transaction or series of transactions that is
similar in purpose or effect to those referred to
in clauses (a) through (e) of this paragraph 1.
This voting requirement shall apply even though no vote, or
a lesser percentage vote, may be required by law, by any
other provision of these Articles of Incorporation, or
otherwise. The term "business combination", as used in
this Article, means any of the transactions referred to in
clauses (a) through (f) of this paragraph 1.
2. FAIR PRICE REQUIREMENT. The fair price
requirement will be satisfied if the consideration to be
received in the business combination by the holders of the
Corporation's Common Shares and Preferred Shares, and by
the Corporation or any of its subsidiaries, as the case may
be, meets the following tests:
(a) AMOUNT OF CONSIDERATION TO BE
RECEIVED BY SHAREHOLDERS. If any holder of the
Corporation's Common Shares or Preferred Shares,
other than an interested shareholder, is to
receive consideration in the business combination
for any of the shares, the aggregate amount of
cash and fair market value of any other consider-
ation to be received per share may not be less
than the sum of - -
(A) the greater of (i) the highest
per share price, including commissions, paid
by the interested shareholder for any shares
of the same class or series during the two-
year period ending on the date of the most
recent purchase by the interested share-
holder of any such shares, (ii) the highest
sales price reported for shares of the same
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class or series traded on a national securi-
ties exchange or in the over-the-counter
market during the one year period preceding
the first public announcement of the pro-
posed business transaction, or (iii) in the
case of Preferred Shares, the amount of the
per share liquidation preference; plus
(B) interest on the per share
price calculated at the prime rate for
unsecured short-term loans in effect at
AmeriTrust Company, Cleveland, Ohio, on the
date on which the interested shareholder
first became an interested shareholder,
compounded annually from that date until the
business combination is consummated, less
the per share amount of cash dividends pay-
able to holders of record on record dates in
the interim, up to the amount of such inter-
est.
For purposes of this clause (a), per share
amounts will be adjusted for any stock dividend,
stock split, or similar transaction.
(b) FORM OF CONSIDERATION TO BE
RECEIVED BY SHAREHOLDERS. The consideration to
be received by holders of the Corporation's Com-
mon Shares or Preferred Shares must be in cash or
in the same form as was previously paid by the
interested shareholder for shares of the same
class or series; if the interested shareholder
previously paid for such shares with different
forms of consideration, the consideration to be
received by the holders of the shares must be in
cash or in the same form as was previously paid
by the interested shareholder for the largest
number of shares previously acquired by it. The
provisions of this clause (b) are not intended to
diminish the aggregate amount of cash and fair
market value of any other consideration that any
holder of the Corporation's Common Shares or
Preferred Shares is otherwise entitled to receive
upon the liquidation or dissolution of the Cor-
poration, under the terms of any contract with
the Corporation or an interested shareholder, or
otherwise.
(c) CONSIDERATION TO BE RECEIVED BY
THE CORPORATION OR ANY OF ITS SUBSIDIARIES. If
the Corporation or any of its subsidiaries is to
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receive consideration in the business combina-
tion, the consideration to be received must be
fair to the Corporation or its subsidiaries, as
determined by the continuing directors (as here-
inafter defined).
3. OTHER CONDITIONS. The other conditions
will be satisfied if, from the time the interested share-
holder became an interested shareholder until the comple-
tion of the business combination, each of the following has
at all times been and continues to be true:
(a) CONTINUING DIRECTORS. The Cor-
poration's Board of Directors has included at
least five continuing directors. The term "con-
tinuing director", as used in this Article, means
an individual who (i) either was a director of
the Corporation at the time the interested share-
holder became an interested shareholder or was
subsequently nominated or elected by the other
continuing directors and (ii) is not an affiliate
or associate (as hereinafter defined) of the
interested shareholder. All actions required or
permitted to be taken by the continuing directors
under this Article shall be taken by the unani-
mous written consent of all continuing directors
or by the vote of a majority of the continuing
directors at a meeting convened upon such notice
as would be required for a meeting of the full
Board of Directors.
(b) NO ACQUISITION OF ADDITIONAL
SHARES. The interested shareholder has not
become the beneficial owner (as hereinafter
defined) of any additional Common Shares or
Preferred Shares of the Corporation, except
(i) as part of the transaction that resulted in
the interested shareholder becoming an interested
shareholder, (ii) upon conversion of securities
previously acquired by it, or (iii) pursuant to a
stock dividend or stock split.
(c) NO SPECIAL BENEFITS TO THE INTER-
ESTED SHAREHOLDER. The interested shareholder
has not received, directly or indirectly, the
benefit (except proportionately as a shareholder)
of any loan, advance, guaranty, pledge, or other
financial assistance, tax credit or deduction, or
other benefit from the Corporation or any of its
subsidiaries.
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(d) PROXY STATEMENT. A proxy or in-
formation statement describing the business com-
bination and complying with the requirements of
the Securities Exchange Act of 1934, as amended,
and the rules and regulations under it (or any
subsequent provisions replacing that Act and the
rules and regulations under it) has been mailed
at least 30 days prior to the completion of the
business combination to the holders of all out-
standing shares of the Corporation entitled to
vote in elections of directors, whether or not
shareholder approval of the business combination
is required. If deemed advisable by the continu-
ing directors, the proxy or information statement
shall contain a recommendation by the continuing
directors as to the advisability (or inadvisa-
bility) of the business combination and/or an
opinion by an investment banking firm, selected
by the continuing directors and retained at the
expense of the Corporation, as to the fairness
(or unfairness) of the business combination to
holders of the Corporation's Common Shares or
Preferred Shares other than the interested share-
holder.
(e) NO OMISSION OR REDUCTION OF DIVI-
DENDS. Except to the extent approved by the
continuing directors, there has been no (i) fail-
ure to pay in full, when and as due, any divi-
dends on the Corporation's Preferred Shares or
(ii) failure to pay or reduction in the annual
rate of dividends on the Corporation's Common
Shares, whether directly or indirectly through a
reclassification, recapitalization, or otherwise.
(f) NO CHANGE IN BUSINESS OR CAPITAL
STRUCTURE. Except to the extent approved by the
continuing directors, there has been no material
change in (i) the nature of the business con-
ducted by the Corporation and its subsidiaries or
(ii) the capital structure of the Corporation,
including but not limited to any change in the
number of outstanding Common Shares, the number
and series of any outstanding Preferred Shares,
and the types and aggregate principal amount of
any outstanding debt securities, except for
changes resulting from the exercise of previously
issued options, warrants, or other rights, the
conversion of previously issued shares, the issu-
ance of previously authorized debt securities,
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and the mandatory redemption or retirement of
debt securities in accordance with their terms.
4. DEFINITIONS. As used in this Article
Sixth:
(a) "AFFILIATE" AND "ASSOCIATE". The
terms "affiliate" and "associate" have the mean-
ings ascribed to them in Rule 12b-2 of the General
Rules and Regulations under the Securities and
Exchange Act of 1934, as in effect on February 21,
1984.
(b) "BENEFICIAL OWNERSHIP". A person
or entity is deemed to "beneficially own" shares
if, directly or indirectly through any contract,
understanding, arrangement, relationship, or
otherwise, that person or entity has or shares
(i) the power to vote or to dispose, or to direct
the voting or disposition, of the shares or
(ii) the right to acquire the shares pursuant to
any contract or arrangement, upon the exercise of
any option, warrant, or right, upon the conver-
sion of any other shares, upon revocation of a
trust, or otherwise. The person or entity is
also deemed to "beneficially own" shares that are
beneficially owned by affiliates and associates
of that person or entity.
(c) "BUSINESS COMBINATION". The term
"business combination" has the meaning ascribed
to it in paragraph 1 of this Article.
(d) "CONTINUING DIRECTORS". The term
"continuing directors" has the meaning ascribed
to it in clause (a) of paragraph 3 of this
Article.
(e) "FAIR MARKET VALUE". The term
"fair market value" means, (i) in the case of
securities listed on a national securities ex-
change or quoted in the National Association of
Securities Dealers Automated Quotation Systems
(NASDAQ), the highest sales price reported for
securities of the same class or series traded on
the national securities exchange or in the over-
the-counter market during the preceding 30-day
period, or if no such report or quotation is
available, the value determined by the continuing
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directors, and (ii) in the case of other securi-
ties and of consideration other than securities
or cash, the value determined by the continuing
directors.
(f) "INTERESTED SHAREHOLDER". The
term "interested shareholder" means any person or
entity that, together with its affiliates and
associates, is at the time of, or has been within
the two-year period immediately prior to, the
consummation of a business combination the bene-
ficial owner of shares having at least 20% of the
aggregate voting power of all outstanding shares
of the Corporation entitled to vote in elections
of directors. The term "interested shareholder",
for purposes of the requirements and conditions
of this Article, also includes the affiliates and
associates of the interested shareholder. Not-
withstanding the foregoing, the Corporation and
its subsidiaries, and any profit-sharing, employee
stock ownership, employee pension, or other em-
ployee benefit plan of the Corporation or any
subsidiary, are not deemed to be "interested
shareholders".
5. NO EFFECT ON FIDUCIARY OBLIGATIONS OF
INTERESTED SHAREHOLDERS. Nothing contained in this Article
shall be construed to relieve any interested shareholder
from any fiduciary obligations imposed by law.
6. AMENDMENT, REPEAL, ETC. Notwithstanding
any other provision of these Articles of Incorporation or
the Regulations of the Corporation (and notwithstanding the
fact that a lesser percentage may be required by law, these
Articles of Incorporation, or the Regulations of the Cor-
poration), the affirmative vote of the holders of 80% of
the outstanding shares of the Corporation entitled to vote
in elections of directors, voting together as a single
class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article Sixth.
SEVENTH. These 1989 Amended Articles of
Incorporation supersede the existing 1986 Amended Articles
of Incorporation of the Corporation.