8-K 1 p3304778.txt 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): June 15, 2006 POLYPORE, INC. -------------- (Exact name of registrant as specified in its charter) Delaware 333-119224 57-1006871 -------- -------------------- --------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 13800 South Lakes Drive Charlotte, NC 28273 ------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (704) 587-8409 -------------- 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 (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)) Item 1.01. Entry into a Material Definitive Agreement On June 15, 2006, Polypore International, Inc. ("PPI"), the indirect parent company of Polypore, Inc., adopted the Polypore International, Inc. 2006 Option Plan (referred to as the "2006 Plan"), which is designed to assist PPI in attracting, retaining, motivating and rewarding key employees, directors or consultants, and promoting the creation of long-term value for stockholders of PPI by closely aligning the interests of these individuals with those of such stockholders. The 2006 Plan permits PPI to award nonqualified stock options to its key employees, directors or consultants. PPI's compensation committee will administer the 2006 Plan. The committee will determine who will receive awards under plan, as well as the number of shares underlying the awards, and the terms and conditions of the awards consistent with the terms of the 2006 Plan. The committee will be authorized to interpret the plan, to establish, amend and rescind any rules and regulations relating to the 2006 Plan, and to make any other determinations that it deems necessary or desirable for the administration of the 2006 Plan. The compensation committee may also delegate to PPI's officers or employees, or other committees, the authority, subject to such terms as the compensation committee determines, to perform such functions, including but not limited to administrative functions, as the compensation committee may determine appropriate. The compensation committee may also appoint agents to assist it in administering the 2006 Plan. Any action of the compensation committee will be final, conclusive and binding on all persons, including participants in the plan and their beneficiaries. The total number of shares of PPI's common stock available for issuance under the 2006 Plan is 17,614, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event. For purposes of determining the remaining shares of common stock available for grant under the plan, to the extent that an award expires or is canceled, forfeited, settled in cash or otherwise terminated without a delivery to the participant of the full number of shares to which the award related, the undelivered shares will again be available for grant. Similarly, shares withheld in payment of the exercise price or taxes relating to an award and shares equal to the number surrendered in payment of any exercise price or taxes relating to an award shall be deemed to constitute shares not delivered to the participant and shall be deemed to again be available for awards under the plan. It is intended that options granted under the 2006 Plan will comply with the requirements for exemption from treatment as nonqualified deferred compensation under Section 409A of the Internal Revenue Code. Options granted under the 2006 Plan will expire no later than the tenth (10th) anniversary of the applicable date of grant of the options, and will have an exercise price of not less than the fair market value of PPI's common stock on the date of grant. All options granted under the 2006 Plan will vest based on satisfaction of certain annual and cumulative performance criteria over the four fiscal year period following the adoption of the 2006 Plan. In addition, all or a portion of the options granted under the 2006 Plan will vest upon a change in control if equity investors receive predetermined rates of return on their investment. As a condition of the receipt of options under the plan, if a participant holds unvested options pursuant to PPI's 2004 Stock Option Plan, such participant must forfeit and waive any rights with respect to such unvested options. In addition, such participant must agree to treat vested options granted under PPI's 2004 Stock Option Plan as if they were granted subject to the terms and conditions of the 2006 Plan. However, this will have no effect on the exercise price or expiration date of the previously vested options. PPI's Board of Directors (the "Board") will have the ability to amend or terminate the 2006 Plan at any time, provided that no amendment or termination will be made that impairs the rights of the holder of any award. On June 15, 2006, the Board approved a grant of options under the 2006 Plan to Robert B. Toth, President, Chief Executive Officer and Director of PPI; Mitchell J. Pulwer, Vice President and General Manager of PPI's Celgard, LLC subsidiary; Josef Sauer, Vice President and General Manager of PPI's Membrana, GmbH subsidiary; Pierre Hauswald, Vice President & General Manager of PPI's Daramic LLC subsidiary; Lynn Amos, Chief Financial Officer, Treasurer and Secretary of PPI; fifteen other members of PPI's management team and an external party who serves as a consultant to Mr. Toth and the Board at an exercise price of $772.46 per share. Upon completion of the 2006 option grants, total options to purchase shares of PPI's stock held by Messrs. Toth, Pulwer, Sauer, Hauswald and Amos (including previously vested options under PPI's 2004 Stock Option Plan) were 5,180, 1,175, 1,175, 1,175 and 1,175, respectively. The aggregate number of options granted to and held by the other fifteen members of PPI's management team and the consultant (including previously vested options under the 2004 Stock Option Plan) was 4,647. The options granted under the 2006 Plan to employees of PPI will vest based on satisfaction of certain annual and cumulative performance criteria over the four fiscal year period following the adoption of the 2006 Plan. The options granted to the consultant will vest ratably over a four year period on each yearly anniversary of the date of grant. Pursuant to the employment agreement entered into between PPI and Mr. Toth on July 6, 2005, Mr. Toth was granted options to purchase 4,152 shares of PPI's common stock at $875.00 per share under PPI's 2004 Stock Option Plan, of which 1,038 of the granted options have vested. On June 15, 2006, the Board approved the reduction in the applicable exercise price of Mr. Toth's options from $875.00 per share to $772.46 per share. At the time of the reduction, the remaining 3,114 options were cancelled in connection with the grant of options under the 2006 Plan. Pursuant to the employment agreement entered into between PPI and Mr. Toth on July 6, 2005, Mr. Toth was granted the right to purchase Class A Common Units in PP Holding LLC (which has a direct and proportional investment in PPI's common stock) during the first year of his employment term. On June 15, 2006, Mr. Toth acquired 518 Class A Common Units of PP Holding LLC for $772.46 per Class A Common Unit for a total investment of $400,134.28. 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. POLYPORE, INC. --------------------------------------- (Registrant) By /s/ Lynn Amos ------------------------------------ Name: Lynn Amos Title: Chief Financial Officer Date: June 21, 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 15, 2005

POLYPORE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		333-119224		57-1006871
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

13800 South Lakes Drive, Charlotte, NC		28273
(Address of Principal Executive Offices)		(Zip Code)

(704) 587-8409 (Registrant’s Telephone Number, Including Area Code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Polypore International, Inc. (“Polypore International”), the sole shareholder and parent company of Polypore, Inc., entered into an Employment Agreement, dated as of August 15, 2005, with Frank Nasisi (the “Agreement”) pursuant to which Mr. Nasisi will serve as Polypore International’s Vice Chairman. The Agreement has an initial term that runs until December 31, 2006 and may be extended by mutual agreement. Mr. Nasisi’s annual base salary will be $435,000 until December 31, 2005. Commencing on January 1, 2006, his annual base salary will be $300,000. Mr. Nasisi will be eligible for annual cash incentive bonuses based upon the achievement of “Annual EDITDA Targets” (as defined in the Polypore International, Inc. 2004 Stock Option Plan (the “Plan”)), as described in the Agreement. Any stock options previously granted to Mr. Nasisi will continue to vest in accordance with the terms and conditions of the Plan. Mr. Nasisi will also be entitled to continue to participate in health, insurance, retirement and other benefits plans, including fringe benefits, provided to senior executives of Polypore International.

Mr. Nasisi’s term of employment shall terminate upon the expiration of the term of employment under the Agreement or earlier upon a termination by Polypore International for “cause” (as defined in the Agreement), a termination by Mr. Nasisi for any reason or Mr. Nasisi’s death. Upon any termination of employment, Mr. Nasisi shall be entitled to (i) all accrued and unpaid base salary, annual bonuses with respect to completed fiscal years of Polypore International, unreimbursed expenses and any relevant benefits under Polypore International’s employee benefit plans, (ii) a severance benefit of payment of a base salary of $36,250 per month for 18 months, and (iii) payment by Polypore International of COBRA premiums for the earlier of 18 months or the date Mr. Nasisi commences employment with any person or entity and is eligible for health insurance benefits.

The Agreement contains non-competition and non-solicitation agreements for the term of employment and 18 months after any termination thereof. The Agreement also contains a standard confidentiality provision.

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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.

		POLYPORE, INC.
Date: August 19, 2005		/s/ Lynn Amos
		Lynn Amos Chief Financial Officer

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