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As Filed Electronically with the Securities and Exchange Commission on May 13, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SECURITIES ACT OF 1933
POLYPORE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 43-2049334 (IRS Employer Identification No.) | |
11430 North Community House Road, Suite 350 Charlotte, North Carolina (Address of Principal Executive Offices) | 28277 (Zip Code) |
POLYPORE INTERNATIONAL, INC.
2007 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF MAY 12, 2011)
(Full Title of the Plan)
2007 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF MAY 12, 2011)
(Full Title of the Plan)
Robert B. Toth
President and Chief Executive Officer
Polypore International, Inc.
11430 North Community House Road, Suite 350
Charlotte, North Carolina 28277
(Name and Address of Agent for Service)
President and Chief Executive Officer
Polypore International, Inc.
11430 North Community House Road, Suite 350
Charlotte, North Carolina 28277
(Name and Address of Agent for Service)
(704) 587-8409
(Telephone Number, Including Area Code, of Agent for Service)
(Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the Registrant is a Large Accelerated Filer, an Accelerated Filer, a Non-Accelerated Filer or a Smaller Reporting Company. See the definitions of “Large Accelerated Filer,” “Accelerated Filer” and “Smaller Reporting Company” in Rule 12b-2 of the Exchange Act. (Check One):
Large Accelerated Filero | Accelerated Filerþ | Non-Accelerated Filero | Smaller Reporting Companyo | |||
(Do Not Check if a Smaller Reporting Company) |
CALCULATION OF REGISTRATION FEE
Proposed | Proposed | |||||||||||||
Title of Securities | Amount to be | Maximum Offering | Maximum Aggregate | Amount of | ||||||||||
to be Registered | Registered(1) | Price Per Share(2) | Offering Price(2) | Registration Fee | ||||||||||
Common Stock, par value $0.01 per share (“Common Stock”) | 3,000,000 shares | $66.50 | $199,500,000 | $23,162 | ||||||||||
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that may become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the basis of $66.50 per share, the average of the high and low prices of the Common Stock on May 6, 2011, as reported on the New York Stock Exchange.
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PART II | ||||||||
Item 3. Incorporation of Documents by Reference | ||||||||
Item 6. Indemnification of Directors and Officers | ||||||||
Item 8. Exhibits | ||||||||
Item 9. Undertakings | ||||||||
SIGNATURES | ||||||||
EX-5.1 | ||||||||
EX-23.1 | ||||||||
EX-99.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 |
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EXPLANATORY NOTE
This Registration Statement relates to 3,000,000 shares of Common Stock issuable under the Polypore International, Inc. 2007 Stock Incentive Plan (amended and restated effective as of May 12, 2011), which shares of Common Stock are in addition to shares of Common Stock registered on the Registrant’s Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 25, 2007 (File No. 333-144846) with respect to the Polypore International, Inc. 2007 Stock Incentive Plan (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Commission are incorporated by reference herein:
• | Our Annual Report on Form 10-K for the fiscal year ended January 1, 2011; | |
• | Our Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2011; |
• | Our Definitive Proxy Statement on Schedule 14A filed on April 6, 2011; |
• | Our Current Reports on Form 8-K filed on March 14, 2011, March 18, 2011, March 23, 2011, April 1, 2011 and May 13, 2011; and |
• | The description of our Common Stock, which is contained in our registration statement on Form 8-A, filed with the Commission on June 21, 2007, pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Additionally, all documents subsequently filed with the Commission by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered hereunder have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and be a part hereof from the date of the filing of such documents.
Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference herein, will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Any documents or information “furnished” and not “filed” in accordance with the Commission rules shall not be deemed to be incorporated by reference herein.
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Item 6. | Indemnification of Directors and Officers. |
Delaware law and the Registrant’s Certificate of Incorporation provide that the Registrant will, under certain situations, indemnify any director, officer, employee or agent of Polypore International, Inc. made or threatened to be made a party to a proceeding, by reason of the former or present official capacity of the person, against judgments, penalties, fines, settlements and reasonable expenses, including attorney’s fees, incurred by the person in connection with the proceeding if certain statutory standards are met. Any such person is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses in advance of the final disposition of the proceeding. A proceeding means a threatened, pending or completed civil, criminal, administrative, arbitration or investigative proceeding, including one by or in the right of Polypore International, Inc. Reference is made to Section 145 of the Delaware General Corporation Law for a full statement of these indemnification rights.
The Registrant has entered into director and officer indemnification agreements with certain of its directors and officers. The indemnification agreements provide that the Registrant will indemnify, defend and hold harmless the indemnitees, to the fullest extent permitted or required by the laws of the State of Delaware, against any and all claims based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by the indemnitee in his or her capacity as a director, officer, employee or agent of the Registrant or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which the indemnitee is or was serving at the request of the Registrant, (ii) any actual, alleged or suspected act or failure to act by the indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Registrant or any other entity or enterprise referred to in clause (i) above, or (iii) the indemnitee’s status as a current or former director, officer, employee or agent of the Registrant or as a current or former director, officer, employee, member, manager, trustee or agent of the Registrant or any other entity or enterprise referred to in clause (i) above or any actual, alleged or suspected act or failure to act by the indemnitee in connection with any obligation or restriction imposed upon the indemnitee by reason of such status. The indemnification agreements provide that the indemnitee shall have the right to advancement by the Registrant prior to the final disposition of any indemnifiable claim of any and all actual and reasonable expenses relating to, arising out of or resulting from any indemnifiable claim paid or incurred by the indemnitee. For the duration of an indemnitee’s service as a director and/or officer of the Registrant and for a reasonable period of time thereafter, which such period may be determined by the Registrant in its sole discretion, the Registrant is obligated to use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Registrant that is substantially comparable in scope and amount to that provided by the Registrant’s current policies of directors’ and officers’ liability insurance.
The Registrant also maintains a directors and officers insurance policy pursuant to which its directors and officers are insured against liability for actions in their capacity as directors and officers.
Item 8. | Exhibits. |
Exhibit | ||
Number | Description | |
4.1 | Form of Amended and Restated Certificate of Incorporation of Polypore International, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 filed on June 15, 2007 (Commission File No. 333-141273)) |
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Exhibit | ||
Number | Description | |
4.2 | Form of Amended and Restated Bylaws of Polypore International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 29, 2008) | |
4.3 | Certificate of Amendment to the Certificate of Incorporation of Polypore International, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2007) | |
5.1 | Opinion of Parker Poe Adams & Bernstein LLP regarding the legality of securities registered | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Parker Poe Adams & Bernstein LLP (included in Exhibit 5.1 to this Registration Statement) | |
24.1 | Power of Attorney (included in the signature page to this Registration Statement) | |
99.1 | Polypore International, Inc. 2007 Stock Incentive Plan (amended and restated effective as of May 12, 2011) | |
99.2 | Form of Restricted Stock Grant Notice and Agreement under the Polypore International, Inc. 2007 Stock Incentive Plan (amended and restated effective as of May 12, 2011) | |
99.3 | Form of Option Grant Notice and Agreement under the Polypore International, Inc. 2007 Stock Incentive Plan (amended and restated effective as of May 12, 2011) |
Item 9. | Undertakings. |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; |
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on May 13, 2011.
POLYPORE INTERNATIONAL, INC. (Registrant) | ||||
By: | /s/ Lynn Amos | |||
Lynn Amos | ||||
Chief Financial Officer | ||||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Messrs. Lynn Amos and Christopher J. McKee his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, from such person and in each person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Robert B. Toth | President, Chief Executive Officer and Director (Principal Executive Officer) | May 13, 2011 | ||
/s/ Lynn Amos | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 13, 2011 | ||
/s/ Michael Graff | Chairman of the Board | May 13, 2011 | ||
/s/ David Barr | Director | May 13, 2011 | ||
/s/ Charles L. Cooney | Director | May 13, 2011 |
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Signature | Title | Date | ||
/s/ William Dries | Director | May 13, 2011 | ||
/s/ Frederick C. Flynn, Jr. | Director | May 13, 2011 | ||
/s/ W. Nicholas Howley | Director | May 13, 2011 | ||
/s/ Kevin Kruse | Director | May 13, 2011 |
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