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.
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(Exact name of registrant as specified in its charter)
Delaware 333-119224 57-1006871
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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. ("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.
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(Registrant)
By /s/ Lynn Amos
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Name: Lynn Amos
Title: Chief Financial Officer
Date: June 21, 2006