Current Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): | August 26, 2011 |
Nordson Corporation
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(Exact name of registrant as specified in its charter)
| Ohio | 0-7977 | 34-0590250 |
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_____________________
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 28601 Clemens Road, Westlake, Ohio | 44145 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 440-892-1580 |
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 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported, on July 20, 2011, Nordson Corporation ("Nordson") entered into a Stock Purchase Agreement (the "Purchase Agreement") with VP Acquisition Holdings, Inc., a Delaware corporation ("Value Plastics"), the security holders of Value Plastics, Inc. and American Capital, Ltd., in its capacity as the security holder representative pursuant to which Nordson agreed to acquire all of the capital stock of Value Plastics. Value Plastics is a designer and manufacturer of highly engineered, disposable, fluid connection components used in mission-critical flow control applications for the health-care and medical device markets.
On August 26, 2011, Nordson completed the purchase of Value Plastics. Nordson acquired Value Plastics on a cash free and debt free basis for an aggregate purchase price of $250,000,000, subject to certain post-closing adjustments (including a customary working capital adjustment).
The description of the Value Plastics acquisition set forth above does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement that will be filed by the company as an exhibit to its Form 10-Q for the quarterly period ended July 31, 2011.
Item 7.01 Regulation FD Disclosure.
On September 1, 2011, Nordson issued a press release concerning the completion of the purchase of Value Plastics. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
c.) Exhibits
99.1 Press release of Nordson Corporation dated September 1, 2011.
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 | ||||
| September 1, 2011 | By: |
Robert E. Veillette
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| Name: Robert E. Veillette | ||||
| Title: Vice President, General Counsel and Secretary | ||||
Exhibit Index
Exhibit No.
Description
Press release of Nordson Corporation dated September 1, 2011
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145 USA
FOR RELEASE:
CONTACT:
James R. Jaye
Director, Communications & Investor Relations
440.414.5639
Jim.Jaye@nordson.com
Nordson Corporation Completes Acquisition of Value Plastics, Inc.;
Announces Webcast to Discuss Transaction
Westlake, Ohio, USA – September 1, 2011 — Nordson Corporation (Nasdaq: NDSN) today announced it has completed the acquisition of Value Plastics, Inc., a leading designer and manufacturer of precision engineered, plastic molded, single-use fluid connection components used primarily in critical flow control applications for healthcare and medical device markets. The completion of the transaction follows Nordson’s July 20 announcement that it had entered into an agreement to acquire Value Plastics.
Nordson management will hold a live webcast of its conference call discussing the acquisition at 8:30 a.m. ET, on Friday, September 2, 2011. The webcast may be accessed on the investor section of Nordson’s website at www.nordson.com/investors . Slides that more fully describe this transaction also will be available on the site prior to the start of the call. Following the webcast, an archived version of the call will be available until September 16, 2011.
Nordson Corporation is one of the world’s leading producers of precision dispensing equipment that applies adhesives, sealants, coatings and other materials to a broad range of consumer and industrial products during manufacturing operations. The company also manufactures equipment used in the testing and inspection of electronic components as well as technology-based systems for curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has direct operations and sales support offices in more than 30 countries. For more information on Nordson, visit www.nordson.com or follow us at www.twitter.com/Nordson Corp or www.facebook.com/Nordson .
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