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 INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-32266 43-2049334
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
13800 South Lakes Drive
Charlotte, NC 28273
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (704) 587-8409
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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. (the "Company") adopted the
Polypore International, Inc. 2006 Option Plan (referred to as the "2006 Plan"),
which is designed to assist the Company in attracting, retaining, motivating and
rewarding key employees, directors or consultants, and promoting the creation of
long-term value for stockholders of the Company by closely aligning the
interests of these individuals with those of such stockholders. The 2006 Plan
permits the Company to award nonqualified stock options to its key employees,
directors or consultants.
The Company'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 the Company'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 the Company'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 the Company'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 the Company'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 the Company'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.
The Company'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 the
Company; Mitchell J. Pulwer, Vice President and General Manager of the Company's
Celgard, LLC subsidiary; Josef Sauer, Vice President and General Manager of the
Company's Membrana, GmbH subsidiary; Pierre Hauswald, Vice President & General
Manager of the Company's Daramic LLC subsidiary; Lynn Amos, Chief Financial
Officer, Treasurer and Secretary of the Company; fifteen other members of the
Company'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 the
Company's stock held by Messrs. Toth, Pulwer, Sauer, Hauswald and Amos
(including previously vested options under the Company'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 the Company'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 the Company 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 the Company and
Mr. Toth on July 6, 2005, Mr. Toth was granted options to purchase 4,152 shares
of the Company's common stock at $875.00 per share under the Company'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 the Company 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 the Company'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 INTERNATIONAL, INC.
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(Registrant)
By /s/ Lynn Amos
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Name: Lynn Amos
Title: Chief Financial Officer
Date: June 21, 2006