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): December 12, 2007

Nordson Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-7977	34-0590250
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
28601 Clemens Road, Westlake, Ohio		44145
_________________________________ (Address of principal executive offices)		___________ (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02 (b) On August 28, 2006, Nordson Corporation issued a press release announcing the intended retirement of Peter S. Hellman, President and Chief Financial and Administrative Officer. Mr. Hellman’s decision to leave the Company was based on his desire to pursue a variety of activities, including greater involvement in the many not-for-profit organizations that he supports. At the behest of the Board of Directors, Mr. Hellman agreed to stay on until his successor was named. A copy of the press release is filed with this Form 8-K as Exhibit 99.1 and is hereby incorporated by reference in this Item 5.02.

On December 12, 2007 Mr. Hellman submitted a formal notice of his retirement from his employment with Nordson Corporation effective with the close of business on January 2, 2008. In the same notice, Mr. Hellman also informed the Company that he is resigning from the Board of Directors of Nordson Corporation effective with the close of business on January 2, 2008. Mr. Hellman’s resig nation is not due to any disagreement with the Company. A copy of Mr. Hellman’s formal retirement notice to the chief executive officer of the Company is attached to this Form 8-K as Exhibit 99.2.

5.02 (c) The Nordson Corporation Code of Regulations requires that there be a duly elected President of the Company. In order that the Company is in compliance with its Code of Regulations, the Board of Directors of Nordson Corporation, during its December 12, 2007 meeting, elected Edward P. Campbell, Chairman of the Board and Chief Executive Officer to the additional position of President, Nordson Corporation effective upon Mr. Hellman’s retirement as President and Chief Financial and Administrative Officer. Mr. Campbell has been Chief Executive Officer since November 1, 1997. He was elected Chairman of the Board of Directors on March 12, 2004.

Also during its December 12, 2007 meeting, the Board of Directors elected Gregory A. Thaxton as Chief Financial Officer effective upon Mr. Hellman’s retirement. Mr. Thaxton was elected Corporate Controller of Nordson Corporation in February 2006. A press release dated February 22, 2006 announcing Mr. Thaxton’s election as Corporate Controller is filed with this Form 8-K as Exhibit 99.3 and is hereby incorporated by reference in this Item 5.02.

On February 22, 2007, Nordson Corporation issued a press release announcing changes to its executive leadership team. Included in those changes was Mr. Thaxton’s promotion to Vice President, Controller. A copy of the press release is filed with this Form 8-K as Exhibit 99.4 and is hereby incorporated by reference in this Item 5.02(b).

5.02 (e) At the time of his election as Chief Executive Officer effective November 1, 1997, the Compensation Committee of the Board of Directors approved a severance assurance for Mr. Campbell that provides Mr. Campbell two years of base salary and annual bonus in the event his employment is involuntarily terminated. At its December 12, 2007 meeting, the Compensation Committee clarified the terms of this assurance to provide that Mr. Campbell’s involuntary termination must be other than for cause in order for Mr. Campbell to receive severance pay under the assurance. The Committee adopted the definition of cause that is set forth in the Employment Agreement that becomes effective for executive officers of the Company upon a change in control. That agreement defines "cause" as the commission of an act of fraud, embezzlement, theft, or other similar criminal act constituting a felony and involving the company's business. The form of Employment Agreement is filed as Exhibit 10-h-2 to the Company’s Annual Report on Form 10-K.

The Committee further clarified that the severance assurance does not apply in the event of a termination of Mr. Campbell’s employment following a change of control. Any severance payments in that event will be governed by the termination provision of the Employment Agreement with Mr. C ampbell. Mr. Campbell’s Employment Agreement is filed as Exhibit 10-h-1 to the company’s Annual Report on Form 10-K.

The Committee also clarified that any payments made under the assurance be made in accordance with Section 409A of the Internal Revenue Code.

Item 9.01 Financial Statements and Exhibits.

c.) Exhibits

99.1 Press release dated August 28, 2006
99.2 Letter from Peter Hellman to Edward Campbell dated December 12, 2007
99.3 Press release dated February 22, 2006
99.4 Press release dated February 22, 2007

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
December 17, 2007	By:	Robert E. Veillette
		Name: Robert E. Veillette
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of Nordson Corporation dated August 28, 2006
99.2	Letter from Peter Hellman to Edward Campbell dated December 12, 2007
99.3	Press release of Nordson Corporation dated February 22, 2006
99.4	Press release of Nordson Corporation dated February 22, 2007

EX-99.1

FOR IMMEDIATE RELEASE

NORDSON CORPORATION’S PRESIDENT AND CHIEF FINANCIAL OFFICER PETER HELLMAN ANNOUNCES PLANS TO
RETIRE

WESTLAKE, Ohio – August 28, 2006 – Nordson Corporation (Nasdaq: NDSN) today announced that Peter S. Hellman, president and chief financial and administrative officer, has announced his intent to retire from the company and its board of directors in February 2007. Hellman’s decision to leave the company at this time was based on his desire to pursue a variety of activities, including greater involvement in the many not-for-profit organizations that he supports. Nordson will begin an immediate search for a new chief financial officer; Hellman has agreed to stay on until his successor is named.

Hellman joined Nordson in February 2000 with responsibility for the overall financial management of the company as well as its corporate communications, law and intellectual property, supply chain management and information systems functions. Prior to joining Nordson, Hellman spent more than 20 years in senior operating and financial management positions, most recently as president and chief operating officer of TRW Inc.

“Peter has played a critical role in Nordson’s worldwide growth and financial success during the past six years. We’ve benefited greatly from his insight and expertise, which have positioned our company for continued success,” said Edward P. Campbell, chairman and chief executive officer.

“I have the greatest level of respect for Peter. His leadership, loyalty and friendship will be missed; they have made an indelible mark on our entire organization,” continued Campbell.

In addition to serving on the Nordson board of directors, Hellman is a member of the board of Baxter International Inc. and QWEST Communications International Inc. Active in the local Cleveland community, he also is a trustee of Case Western Reserve University, LifeBanc, the Lorain County Community College Foundation, Western Reserve Academy and the Nordson Corporation Foundation.

—more—

Nordson Corporation is one of the world’s leading producers of precision dispensing equipment that applies adhesives, sealants and coatings to a broad range of consumer and industrial products during manufacturing operations. The company also manufactures technology-based systems for curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has more than 3,600 employees worldwide, and direct operations and sales support offices in 30 countries.

# # #

Contact:
Phone:
E-mail: Derrick Johnson, Director, Corporate Communications
(440) 414-5639
djohnson@nordson.com

December 12, 2007

Mr. Edward P. Campbell
Chairman and Chief Executive Officer
Nordson Corporation
28601 Clemens Road
Westlake, OH 44145-1119

Dear Ed,

I intend to retire from my employment at Nordson
Corporation effective the close of business on
January 2, 2008.

This letter shall serve as my notice of resignation effective
that date as a Director of Nordson Corporation and as an
officer of the corporation and its subsidiaries.

I have valued my association with Nordson and I wish you,
the employees and the company continued success in the future.

With best personal regards,

Peter S. Hellman

FOR IMMEDIATE RELEASE

NORDSON CORPORATION NAMES NEW CORPORATE CONTROLLER

WESTLAKE, Ohio – February 22, 2006 – Nordson Corporation (Nasdaq: NDSN) today announced that Gregory Thaxton has been elected corporate controller. In this position, Thaxton will be the company’s chief accounting officer in charge of the corporate accounting function and investor relations. He also will be responsible for leading the group controllers across Nordson’s 14 businesses worldwide. Thaxton will report to Peter S. Hellman, president and chief financial and administrative officer.

“Greg brings valuable experience and skills to this important position. I am confident that he will continue to play a key role in Nordson’s ongoing growth and success,” said Hellman.

This completes the management succession, which was announced in September, 2005, reflecting the planned retirement of Nicholas Pellecchia, vice president, finance and controller, at the end of February.

Prior to Thaxton’s new role, he was the group controller for Nordson’s Pacific South Division as well as the Finishing and Coating Systems business. He started his career with Nordson in 1989. Thaxton, a certified public accountant, holds a bachelor’s degree in accounting from Miami University and a master’s degree in business administration from Baldwin-Wallace College.

Nordson Corporation is one of the world’s leading producers of precision dispensing equipment that applies adhesives, sealants and coatings to a broad range of consumer and industrial products during manufacturing operations. The company also manufactures technology-based systems for curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has more than 3,600 employees worldwide, and direct operations and sales support offices in 30 countries.

# # #

Contact:
Phone:
E-mail: Derrick Johnson, Director, Corporate Communications
(440) 414-5639
djohnson@nordson.com

FOR IMMEDIATE RELEASE

NORDSON CORPORATION ANNOUNCES CHANGES TO ITS EXECUTIVE
MANAGEMENT TEAM

WESTLAKE, Ohio – February 22, 2007 – Nordson Corporation (Nasdaq: NDSN) today announced changes to its executive leadership team. The changes include the promotion of Robert A. Dunn to senior vice president and the election of Shelly Peet, Gregory Thaxton and Robert Veillette as corporate vice presidents.

Robert A. Dunn has been named senior vice president, with responsibility for the company’s Advanced Technology Systems segment and corporate development function. Dunn has been with Nordson since 1971. He was elected a vice president in charge of the Advanced Technology segment in 1998. Dunn holds a bachelor’s degree in business administration from the University of Cincinnati. He will continue to report to Edward P. Campbell, chairman and chief executive officer.

Shelly Peet has been elected vice president, chief information officer. In her new position, she will be in charge of the company’s global information systems, corporate communications and community relations departments. She will join the company’s executive leadership team. Peet joined Nordson as chief information officer in September 2003 from TRW Inc. She holds a bachelor’s degree in physics from Wittenberg University and bachelor’s and master’s degrees in systems engineering from Case Western Reserve University. Peet will continue to report to Peter Hellman, president and chief financial and administrative officer.

Gregory Thaxton has been elected vice president, controller. In this position, he will serve as Nordson’s chief accounting officer and will lead the group controllers across Nordson’s 14 businesses worldwide. Thaxton joined Nordson in 1989 and was named corporate controller and a member of the executive leadership team in February 2006. He holds a bachelor’s degree in accounting from Miami University and a master’s degree in business administration from Baldwin-Wallace College. Thaxton will continue to report to Hellman.

—more—

Robert Veillette has been elected vice president, general counsel. In this role, Veillette will lead the corporate law department, which includes both the general and intellectual property law functions. Additionally, he will become a member of the executive leadership team. Veillette joined Nordson’s legal department in 1985 as an attorney. Most recently, he served as assistant general counsel and secretary. Veillette holds a bachelor’s degree in economics from the University of Pittsburgh and a Juris Doctor degree from the University of Akron. He will continue as secretary, reporting to Hellman.

“I am pleased with the election of these four talented individuals to important management positions within Nordson,” said Edward P. Campbell, chairman and chief executive officer. “Their skills and management expertise make them strong contributors to Nordson’s executive leadership team.”

Photos of all four individuals are available for download at www.nordson.com.

Nordson Corporation is one of the world’s leading producers of precision dispensing equipment that applies adhesives, sealants and coatings 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 used for curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has more than 3,800 employees worldwide, and direct operations and sales support offices in 30 countries.

# # #

Contact:	Derrick Johnson, Director, Corporate Communications
Phone:		440.414.5639
E-mail:	djohnson@nordson.com