þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
December 31 | ||||||||
2006 | 2005 | |||||||
ASSETS |
||||||||
Receivables: |
||||||||
Employee contributions |
$ | 838 | $ | | ||||
Employer contributions |
103,446 | 128,538 | ||||||
Dividends |
173,404 | | ||||||
Total Receivables |
277,688 | 128,538 | ||||||
Investments: |
||||||||
Nordson Corporation common stock |
49,373,358 | 43,033,003 | ||||||
Hartford Life |
38,736,700 | 37,242,827 | ||||||
Mainstay
S&P 500 Index Fund I |
35,113,084 | 31,417,630 | ||||||
Mainstay Large Cap Growth I |
21,666,086 | 19,934,868 | ||||||
KeyBank NA Managed Guaranteed Investment Contract Fund |
10,149,324 | 14,624,676 | ||||||
MFS Intl New Discovery A |
27,755,162 | 19,327,588 | ||||||
Baron Small Cap Fund |
17,826,338 | 15,864,577 | ||||||
Mainstay Balanced Fund I |
16,725,343 | 14,566,523 | ||||||
Mainstay Cash Reserves Fund I |
13,017,403 | 10,789,119 | ||||||
PIMCO Total Return Fund (Admin) |
11,188,984 | 11,253,278 | ||||||
National Western Annuities |
107,347 | 103,084 | ||||||
Participant Loans |
4,788,410 | 4,737,255 | ||||||
Total Investments |
246,447,539 | 222,894,428 | ||||||
TOTAL ASSETS |
246,725,227 | 223,022,966 | ||||||
LIABILITIES AND NET ASSETS |
||||||||
Payable to Nordson Corporation Non-Union Employees Stock
Ownership Plan and Trust |
24,554,112 | | ||||||
TOTAL LIABILITIES |
24,554,112 | | ||||||
Net Assets Available for Benefits at Fair Value |
222,171,115 | 223,022,966 | ||||||
Adjustment from fair value to contract value for fully
benefit-responsive contracts |
199,477 | 221,529 | ||||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 222,370,592 | $ | 223,244,495 | ||||
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Year Ended December 31 | ||||||||
2006 | 2005 | |||||||
Additions to Net Assets Attributed to: |
||||||||
Contributions: |
||||||||
Employer |
$ | 2,972,822 | $ | 2,908,764 | ||||
Employee |
9,426,599 | 9,034,972 | ||||||
Rollover |
442,321 | 498,484 | ||||||
12,841,742 | 12,442,220 | |||||||
Interest and dividend income |
9,501,244 | 6,201,621 | ||||||
Net unrealized/realized appreciation/(depreciation) |
19,502,402 | 4,147,873 | ||||||
Total Additions |
41,845,388 | 22,791,714 | ||||||
Deductions from Net Assets Attributed to: |
||||||||
Benefits paid to participants |
18,675,158 | 10,024,446 | ||||||
Net Increase |
23,170,230 | 12,767,268 | ||||||
Transfers (to) from Another Plan: |
||||||||
Slautterback Corporation 401(k) Profit Sharing Plan |
| 587,947 | ||||||
HP Solutions, Inc. 401(k) Profit Sharing Plan |
509,979 | | ||||||
Nordson Corporation Non-Union Employees Stock
Ownership Plan and Trust |
(24,554,112 | ) | | |||||
Net Assets Available for Benefits: |
||||||||
Beginning of Year |
223,244,495 | 209,889,280 | ||||||
End of Year |
$ | 222,370,592 | $ | 223,244,495 | ||||
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1 | Description of Plan | |
The following description of The Nordson Employees Savings Trust Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plans provisions. | ||
General: | ||
The Plan, which began March 16, 1962, is a defined contribution plan covering salaried, full-time and part-time, domestic employees of the Company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
Effective December 15, 2005, the Slautterback Corporation 401(k) Profit Sharing plan was merged into the Plan. The assets of the Slautterback Corporation 401(k) Profit Sharing Plan were transferred to the Plan. | ||
Effective April 1, 2006, the HP Solutions, Inc. 401(k) Profit Sharing Plan was merged into the Plan and its assets were transferred to the Plan. | ||
Effective December 31, 2006, the ESOP feature of the Plan was spun off into a separate plan, the Nordson Corporation Non-Union Employees Stock Ownership Plan. The assets of the ESOP fund were not transferred to the new plan until after December 31, 2006. As a result, a payable to the Nordson Corporation Non-Union Employees Stock Ownership Plan has been recorded at December 31, 2006. | ||
Eligibility: | ||
All salaried, full-time and part-time, domestic employees of the Company are eligible on date of hire. | ||
Contributions: | ||
Pre tax employee contribution Participants may elect between 1% and 16% of their compensation to be contributed to the Plan by the Company. | ||
Post tax employee contribution Participants may elect between 1% and 16% of their compensation to be contributed to the Plan by the Company. | ||
Employer Contributions The Company makes contributions equal to 50% of each participants contributions which were attributable to the first 6% of compensation, subject to Plan restrictions. |
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1 | Description of Plan, Continued | |
Contributions, Continued: | ||
The Company may also make additional discretionary contributions, if authorized by its Board of Directors. | ||
Rollover contributions from other Plans are also accepted, providing certain specified conditions are met. | ||
Contributions are subject to limitations on annual additions and other limitations imposed by the Internal Revenue Code as defined in the Plan agreement. | ||
Participants Accounts: | ||
A separate account in each fund is maintained for each participant. The account balances for participants are adjusted periodically, as follows: |
a) | As of the date with respect to which the contribution was earned. | ||
b) | Daily for a pro rata share of each respective Funds net investment income, determined by the percentage increase or decrease in the value of the Fund. | ||
c) | Annually for a pro rata share of forfeitures, determined by the ratio that each active participants percentage of regular contribution (1 to 6%) for the plan year bears to the aggregate percentage of employees regular contributions for such plan year of all active participants. However, no forfeitures of a participants account shall be allocated prior to the earlier of a five year period commencing from the date on which the participants employment was terminated or upon the participant requesting distribution. |
Vesting: | ||
Participants are fully vested in all employee contributions and rollover contributions and the related gains and losses. Participants vest in employer contributions (adjusted for gains and losses) 20% for each full year of service. | ||
Forfeitures: | ||
Forfeitures due to termination from the Plan before a participant is 100% vested shall be allocated to remaining participants. Forfeitures for the years ended December 31, 2006 and 2005 were $88,264 and $79,635, respectively. |
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1 | Description of Plan, Continued | |
Participants Loans: | ||
Loans are permitted under certain circumstances and are subject to limitations. Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loans are repaid over a period not to exceed 5 years with exceptions for the purchase of a primary residence. | ||
The loans are secured by the balance in the participants account and bear interest at rates established by the Company. Principal and interest are paid ratably through monthly payroll deductions. | ||
Payment of Benefits: | ||
Upon retirement after age 55, or death or disability if earlier, the balance in the separate account is paid to the participant or his beneficiaries either in a lump sum or in installments. Until distribution, each account shall participate in the allocation of earnings and appreciation of assets. | ||
If the employment of a participant is terminated for any cause other than death or total disability prior to the attainment of the age of 55 years, there shall be a distribution based on the number of years the participant participated in the Plan. The portion of the account to be distributed will be equal to all the employees contributions and related earnings, plus 20% of the remainder of the balance (the employers matching contribution, forfeitures and related earnings) in the separate account for each full year of participation in the plan up to 100%. Any portion not distributed shall be forfeited. | ||
Investment Options: | ||
Each participant may direct that all of his contributions and, when the participant is fully vested or attains age 55, all matching employer contributions, be invested jointly in 10% increments in any of the investment funds offered by the Plan. For participants not fully vested and less than 55 years old, all Company matching contributions are deposited in the Nordson Match Stock Fund. |
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2 | Summary of Significant Accounting Policies | |
Basis of Accounting: | ||
The Plans transactions are reported on the accrual basis of accounting. | ||
Investment Valuation: | ||
Investments in equity and debt securities, traded on a national exchange, and mutual funds are valued at the market price on the last business day of the Plan year. Securities traded in the over-the-counter market are valued at the mean between the last reported bid and ask prices. Deposits under group annuity contracts are valued at the fair value as reported by the insurance companies. Guaranteed investment contracts are valued at contract value which represents contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. | ||
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The fair value is based on various valuation approaches dependent on the underlying investments of the contract. | ||
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. | ||
Interest is calculated and paid using money market interest rates on late transfers of money between the various funds. This is done to record the proper investment earnings within each fund. |
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2 | Summary of Significant Accounting Policies, Continued | |
Use of Estimates: | ||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||
Plan Termination: | ||
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts. | ||
Risks and Uncertainties: | ||
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the Statements of Net Assets Available for Benefits. | ||
Reclassifications: | ||
Certain prior year amounts have been reclassified to conform with the current year presentation. | ||
3 | Tax Status | |
On December 12, 2003, the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended; however, the Plan Administrator and the Plans tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. |
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4 | Investments | |
The Plans funds are invested in the common stock of the Company, mutual funds, annuity contracts and guaranteed investment contracts. Investments which constitute more than 5% of the Plans net assets are: |
2006 | 2005 | |||||||
Nordson Corporation common stock |
$ | 49,373,358 | $ | 43,033,003 | ||||
Hartford Life |
$ | 38,736,700 | $ | 37,242,827 | ||||
Mainstay
S&P 500 Index Fund I |
$ | 35,113,084 | $ | 31,417,630 | ||||
Mainstay Large Cap Growth I |
$ | 21,666,086 | $ | 19,934,868 | ||||
KeyBank NA Managed Guaranteed Investment Contract Fund |
NA | $ | 14,624,676 | |||||
MFS Intl New Discovery A |
$ | 27,755,162 | $ | 19,327,588 | ||||
Baron Small Cap Fund |
$ | 17,826,338 | $ | 15,864,577 | ||||
Mainstay Balanced Fund I |
$ | 16,725,343 | $ | 14,566,523 | ||||
Mainstay Cash Reserves Fund I |
$ | 13,017,403 | NA | |||||
PIMCO Total Return Fund (Admin) |
$ | 11,188,984 | $ | 11,253,278 |
During 2006 and 2005, the Plans investments changed in fair value as follows: |
2006 | 2005 | |||||||
Mutual funds |
$ | 8,839,998 | $ | 2,814,819 | ||||
Common/collective funds |
584,885 | 646,407 | ||||||
Annuities |
(3,841 | ) | (2,771 | ) | ||||
Nordson Corporation common stock |
10,081,360 | 689,418 | ||||||
$ | 19,502,402 | $ | 4,147,873 | |||||
5 | Guaranteed Investment Contracts | |
Guaranteed investment contracts are valued at contract value because the investments are fully benefit-responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. However, withdrawals influenced by Company-initiated events, such as in connection with the sale of a business, may result in distributions at other than contract value. There are no reserves against contract value for credit risk of contract issuers or otherwise. The fair value of the investment contracts at December 31, 2006 and 2005 was $10,149,324 and $14,624,676. The average yield was approximately 4.71% for 2006 and 4.54% for 2005 and the crediting interest rate was approximately 4.63% for 2006 and 4.51% for 2005. The crediting rate for this investment contract is reset annually by the issuer but cannot be less than zero. |
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6 | Nonparticipant-Directed Investments | |
Information about the net assets and the significant components of changes in net assets related to nonparticipant-directed investments, which are included within the Nordson Corporation Stock Fund and the Mainstay Cash Reserves Fund I, is as follows: | ||
Nordson Match Stock Fund |
2006 | 2005 | |||||||
Net Assets: |
||||||||
Nordson Corporation common stock |
$ | 8,388,112 | $ | 7,657,636 | ||||
Mainstay Cash Reserves Fund I |
429,447 | 404,450 | ||||||
Dividends receivable |
29,461 | | ||||||
$ | 8,847,020 | $ | 8,062,086 | |||||
Changes in Net Assets: |
||||||||
Contributions |
$ | 358,659 | $ | 391,783 | ||||
Interest and dividend income |
145,362 | 148,072 | ||||||
Net realized and unrealized gains |
1,792,183 | 20,482 | ||||||
Distributions to participants |
(509,213 | ) | (308,689 | ) | ||||
Net transfers to participant-directed funds |
(1,002,057 | ) | (599,284 | ) | ||||
$ | 784,934 | $ | (347,636 | ) | ||||
Nordson ESOP Stock Fund |
2006 | 2005 | |||||||
Net Assets: |
||||||||
Nordson Corporation common stock |
$ | 24,438,326 | $ | 20,861,192 | ||||
Mainstay Cash Reserves Fund I |
29,960 | 176,032 | ||||||
Dividends receivable |
85,826 | |||||||
Payable to Nordson Corporation Non-Union Employees
Stock Ownership Plan and Trust |
(24,554,112 | ) | | |||||
$ | | $ | 21,037,224 | |||||
Changes in Net Assets: |
||||||||
Interest and dividend income |
$ | 379,348 | $ | 359,587 | ||||
Net realized and unrealized gains |
4,710,020 | 159,159 | ||||||
Investment expenses |
(943 | ) | (710 | ) | ||||
Distributions to participants |
(1,377,053 | ) | (874,579 | ) | ||||
Net transfers to participant-directed funds |
(194,484 | ) | (72,778 | ) | ||||
Transfer to Nordson Corporation Non-Union Employees
Stock Ownership Plan and Trust |
(24,554,112 | ) | | |||||
$ | (21,037,224 | ) | $ | (429,321 | ) | |||
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7 | Party-in-Interest Transactions | |
Certain legal, accounting and administrative expenses are paid by the Company. | ||
8 | ESOP Feature | |
Effective October 1, 2000, the Nordson Corporation Non-Union Employees Stock Ownership Plan was merged into the Plan. As a result of the merger and transfer of the participant accounts, an ESOP feature was maintained under the Plan. Effective December 31, 2006, the ESOP feature was spun off into a separate plan. | ||
The Company ESOP contribution for each Plan year shall be such amount, if any, as the Board of Directors of the Company shall determine by action specifying the amount of the contribution and the Plan year for which it is being made. The employers contribution can be paid in either cash or in Nordson Corporation common shares, or partly in each. For 2006, there was no ESOP contribution to the Plan. | ||
Separate accounts are maintained for each participant. The participant account balances are adjusted for the employer contributions and forfeitures, which are allocated to each participants account in the ratio that each participants annual compensation bears to the aggregate annual compensation of all participants. If the employer makes a stock contribution, each participant will receive at least one share of Nordson Corporation common stock. Participant accounts are also adjusted for the change in fair value and earnings of assets of the ESOP fund. | ||
Unless the Plan committee directs that dividends earned by shares in the ESOP fund are to be paid to the trustee and reinvested in the respective funds, the committee will direct the Company to pay the dividends in cash directly to eligible participants, or in cash to the trustee for distribution to the eligible participants. | ||
An employee who has participated under the Plan for ten or more years and who has attained age 55 may elect, during his qualified period, to transfer up to 25 percent of the aggregate balance of his separate ESOP account to the participants regular Plan account. For the last Plan year in their qualified period he may elect to transfer up to 50% of the aggregate balance of his separate account. The qualified period is the six Plan year period beginning with the Plan year following the Plan year in which the participant attains age 55 or completes ten years as a participant, whichever is later. | ||
Upon retirement after age 55, or death or disability if earlier, or termination of employment in the case of vested benefits, the balance in the separate account is paid to the participant or his beneficiaries in a lump sum. The participant or his beneficiaries may elect to receive the distribution in cash or common shares of Nordson Corporation. Until distribution, each account shall be eligible to participate in the allocation of dividends and earnings. |
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8 | ESOP Feature, Continued | |
If the employment of a participant is terminated for any cause other than death or total disability prior to the attainment of the age of 55 years, any distribution will be based on the vested portion of the participants account balance. The participants account vests at the rate of 20% per full year of the participants service with the Company. Any portion not vested at the time of termination (other than due to death or permanent disability or attainment of age 55) shall be forfeited. | ||
9 | Subsequent Events | |
Effective January 1, 2007, a participant who has completed at least 3 years of service may elect to have his separate account which is attributable to employer matching contributions and which is invested in the Nordson Match Stock Fund transferred to any other investment option. | ||
Effective January 1, 2007, participants will be 100% vested in employer contributions (adjusted for gains and losses) after 3 full years of service. |
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(b) | (c) | |||||||||||
Identity of Issue, | Description of Investment Including | (e) | ||||||||||
Borrower, Lessor, | Maturity Date, Rate of Interest, | (d) | Current | |||||||||
(a) | or Similar Party | Collateral, Par or Maturity Value | Cost** | Value | ||||||||
* |
Nordson Corporation common stock | 332,067 shares, Common Stock | N/A | $ | 16,546,920 | |||||||
* |
Nordson Corporation common stock | 658,769 shares, Common Stock | $ | 15,654,934 | 32,826,438 | |||||||
Hartford Life | GIC #2374-A, 4.0%, Annuity Contract | N/A | 38,736,700 | |||||||||
Mainstay S&P 500 Index Fund I | 1,074,123 shares, Mutual Fund | N/A | 35,113,084 | |||||||||
Mainstay Large Cap Growth I | 3,623,091 shares, Mutual Fund | N/A | 21,666,086 | |||||||||
^^ |
KeyBank NA Managed Guaranteed Investment Contract Fund | 511,585 shares, Guaranteed Investment Contract | N/A | 10,348,801 | ||||||||
MFS Intl New Discovery A | 1,015,185 shares, International Stock Fund | N/A | 27,755,162 | |||||||||
Baron Small Cap Fund | 780,830 shares, Mutual Fund | N/A | 17,826,338 | |||||||||
Mainstay Balanced Fund I | 600,983 shares, Mutual Fund | N/A | 16,725,343 | |||||||||
Maistay Cash Reserves Fund I | 12,557,996 shares, Money Market Fund | N/A | 12,557,996 | |||||||||
Mainstay Cash Reserves Fund I | 459,407 shares, Money Market Fund | $ | 459,407 | 459,407 | ||||||||
PIMCO Total Return Fund (Admin) | 1,077,937 shares, Bond Fund | N/A | 11,188,984 | |||||||||
National Western Annuities | 107,347 shares, Group Annuity Contract | N/A | 107,347 | |||||||||
* |
Participant Loans | Notes receivable (interest ranging from 4% to 9.5%) | N/A | 4,788,410 | ||||||||
$ | 246,647,016 | |||||||||||
* | Party-in-interest to the Plan. | |
** | Historical cost provided only for nonparticipant-directed investments. | |
^^ | Amount reported at contract value. |
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23-a | Consent of Independent Registered Public Accounting Firm 2006 | |
23-b | Consent of Independent Registered Public Accounting Firm 2005 |
NORDSON EMPLOYEES SAVINGS TRUST PLAN | ||||
Date: June 28, 2007 | ||||
By | /s/ Peter S. Hellman | |||
Peter S. Hellman | ||||
President, Chief Financial and
Administrative Officer Nordson Corporation |
||||
By | /s/ Gregory A. Thaxton | |||
Gregory A. Thaxton | ||||
Vice President, Controller Nordson Corporation |
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