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): July 6, 2005
POLYPORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 3999 43-2049334
-------- ---- ----------
(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 July 6, 2005, Polypore International, Inc. (the "Company") entered into
an employment agreement with Robert B. Toth pursuant to which Mr. Toth will
serve as the Company's Chief Executive Officer and President and as the Chief
Executive Officer and President of the Company's subsidiary, Polypore, Inc. Mr.
Toth will serve on the Board of Directors of both companies (the "Board"). The
agreement has an initial term that runs until July 6, 2008 and is automatically
renewed for successive one year terms unless and until either party delivers
notice of termination within 120 days of the expiration of the then current
term. Mr. Toth's initial annual base salary is $450,000, which can be increased
(but not decreased) at the discretion of the Board. Additionally, on January 1,
2006, Mr. Toth's annual base salary will automatically be increased by 5%. While
Mr. Toth will generally be eligible for an annual cash bonus based solely on the
achievement of performance targets, his bonus for the 2005 fiscal year will be
at least equal to $225,000. Pursuant to the employment agreement, Mr. Toth was
granted options to purchase 4,152 shares of the Company's common stock. Subject
to the achievement of certain performance targets, such options will vest
ratable on each of the first four anniversaries of the date of grant. In
addition to his option grant, Mr. Toth will be entitled to purchase additional
shares of the Company's common stock during the first year of his employment
term at $875 per unit.
If Mr. Toth's employment with the Company is terminated by the Company
without "cause" (as defined in the employment agreement), by Mr. Toth for "good
reason" (as defined in the employment agreement) or as a result of the Company's
election not to renew the term of employment, Mr. Toth will be entitled to (A)
all accrued and unpaid base salary, reimbursements and employee benefits through
the date of termination (the "Accrued Obligations"), (B) a lump sum payment of
an amount equal to the greater of (i) the aggregate remaining annual base salary
through the remainder of the then current term, or (ii) his then current annual
base salary, (C) a continuation of his employee benefits until the later of (i)
12 months, or (ii) the expiration of the then current term of employment, and
(D) a lump sun payment of an amount equal to the product of (i) the greater of
(a) one, or (b) a fraction, the numerator which equals the number of whole
months remaining in the then current term of employment (including the month of
termination) and the denominator which equals twelve, and (ii) the greater of
(a) Mr. Toth's annual bonus for the preceding fiscal year, and (b) 50% of Mr.
Toth's target bonus for the year of such termination. Additionally, upon the
Company's election not to renew the term of employment, Mr. Toth will be
entitled to his annual bonus for the year in which such expiration occurs, if
the Company achieves its performance targets for the year of such expiration. If
Mr. Toth's employment with the Company is terminated by the Company for "cause"
or by Mr. Toth without "good reason", Mr. Toth will only be entitled to the
Accrued Obligations. If Mr. Toth's employment with the Company is terminated by
reason of Mr. Toth's death or "disability" (as defined in the employment
agreement), Mr. Toth is entitled to (A) the Accrued Obligations, (B) a pro rata
portion of his annual bonus, if the Company achieves its performance targets for
the year of such termination, and (C) a continuation of his employee benefits
for the earlier to occur of (i) 12 months, or (ii) an election by Mr. Toth or
his beneficiaries to discontinue coverage.
The employment agreement contains one year non-competition and
non-solicitation provisions following a termination of employment. The
employment agreement also contains a standard confidentiality provision. If
there is any litigation concerning a breach of the employment agreement, the
prevailing party is entitled to recover all reasonable attorney's fees and costs
from the other party.
Item 5.02. Departure or Principal Officers; Election of Directors; Appointment
of Principal Officers
Effective as of July 6, 2005, Robert B. Toth, 44, was appointed Chief
Executive Officer and President of the Company and Chief Executive Officer and
President of the Company's subsidiary, Polypore, Inc. Mr. Toth was also elected
to serve as a member of the Board of Directors of both companies. See Item 1.01
for a description of the terms of the employment agreement and option agreement
entered into between Mr. Toth and the Company.
Mr. Toth previously was Chief Executive Officer and President of CP Kelco
ApS, a leading global manufacturer of hydrocolloids, with more than 2,000
customers in over 100 countries and facilities in North America, Europe, Asia
and Latin America. Prior to joining CP Kelco in June of 2001, he spent 19 years
at Monsanto and Solutia Inc. in roles of increasing responsibility, most
recently as Vice President and General Manager of the Resins and Additives
division of Solutia.
Effective as of July 6, 2005, Frank Nasisi has retired from his position as
the Company's Chief Executive Officer and President and as Chief Executive
Officer and President of the Company's subsidiary Polypore, Inc. Mr. Nasisi will
remain on the Board and will continue to provide services to the Company in his
new capacity as the Vice Chairman of the Board.
Item 8.01. Other Events
On July 7, 2005, the Company issued a press release, attached hereto as
Exhibit 99.1, which is incorporated herein by reference, announcing the
appointment of Mr. Toth to Chief Executive Officer and President of the Company.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
99.1 Press release issued by the Company on July 7, 2005.
-3-
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.
By /s/ Lynn Amos
-------------------------------------
Name: Lynn Amos
Title: Chief Financial Officer
Date: July 12, 2005
-4-
EXHIBIT INDEX
Exhibit:
99.1 Press release issued by the Company on July 7, 2005.