Edgar Filing: NORDSON CORP

NORDSON CORPORATION

Date: September 11, 2018

/s/ Gregory A. Thaxton

Gregory A. Thaxton

Senior Vice President

Chief Financial Officer

Form 8-K

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): September 11, 2018

LOGO

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio

0-7977

34-0590250

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

28601 Clemens Road

Westlake, Ohio 44145

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 440-892-1580

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 (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 8.01

Other Events.

On September 11, 2018, the Board of Directors of Nordson Corporation (the “Company”) authorized the repurchase of an additional $500 million of the Company’s outstanding common shares. The increased repurchase authorization, when added to the approximately $119 million remaining from the previously approved Board share repurchase authorizations, provides the Company with a total authorized repurchase availability of approximately $619 million.

The repurchases will be made from time to time in either open market transactions or in privately negotiated transactions. Repurchases may be made under Rule10b5-1 plans, which permit shares to be repurchased through pre-determined criteria. The timing, volume and nature of share repurchases will be at the discretion of management, dependent on market conditions, other priorities of cash investment, applicable securities laws and other factors. The Company’s share repurchase program does not obligate the Company to acquire any particular amount of common shares, and it may be suspended or discontinued at any time.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits



99.1		The Company’s press release dated September 11, 2018 announcing the increased share repurchase program.

SIGNATURE

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.