-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4vt7SlZ0Hm5SoJtJePbdnMZmjAX0tupGFSMJ5VVlcGopKC0SkU0AA02uXgnWUfH bR6zmOvs5KcgI8ilnfmmWw== 0000899140-05-000657.txt : 20050712 0000899140-05-000657.hdr.sgml : 20050712 20050712152625 ACCESSION NUMBER: 0000899140-05-000657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050706 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050712 DATE AS OF CHANGE: 20050712 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Polypore International, Inc. CENTRAL INDEX KEY: 0001292556 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 432049334 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32266 FILM NUMBER: 05950361 BUSINESS ADDRESS: BUSINESS PHONE: (704) 588-5310 MAIL ADDRESS: STREET 1: 13800 SOUTH LAKES DRIVE CITY: CHARLOTTE STATE: NC ZIP: 28273 8-K 1 p2927331.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): 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. EX-99.1 2 p2922723d.txt PRESS RELEASE Exhibit 99.1 ------------ POLYPORE INTERNATIONAL, INC. APPOINTS ROBERT B. TOTH AS NEW PRESIDENT AND CEO CHARLOTTE, NC - July 7, 2005 - Polypore International, Inc. announced today that Robert B. Toth, 44, has been appointed as Polypore International's new President and Chief Executive Officer and as the new President and Chief Executive Officer of Polypore International's subsidiary, Polypore, Inc. Mr. Toth will also serve as a member of the Board of Directors of both companies. The current President and Chief Executive, Frank Nasisi, will become Vice Chairman and remain a member of the Board of Directors of both companies. Mr. Toth previously was President and Chief Executive Officer 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, 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. Michael Graff, Warburg Pincus Managing Director and Chairman of the Board of Directors of both Polypore International and Polypore, stated: "We are extremely pleased to welcome Bob as our new President and C.E.O. He has substantial experience operating global businesses that sell highly technical products to large OEM customers. This experience makes Bob the ideal choice to lead Polypore into the future. We are also extremely grateful to Frank for his dedication and leadership in building Polypore into the business it is today. We look forward to continuing our relationship with him as he assumes his new role." "I am very pleased to have the opportunity to join Polypore as President and C.E.O. Given Polypore's strong commitment to customer service, quality, technical innovation, and delivering value, I am excited about the promising growth potential," added Mr. Toth. Commenting on the appointment, Mr. Nasisi added: "I am proud of what Polypore has accomplished over the time that I've been affiliated with the company, and I am very pleased to welcome Bob as Polypore's new President and C.E.O. I believe that, given his experience and qualifications, he is uniquely equipped to lead the company into the future." Polypore International, Inc. is a growing worldwide developer, manufacturer and marketer of highly specialized polymer-based membranes used in separation and filtration processes. Polypore's products and technologies target specialized applications and markets that require the removal or separation of various materials from liquids, with concentration in the ultrafiltration and microfiltration markets. Truly a global provider, Polypore has manufacturing facilities or sales offices in ten countries serving five continents. Polypore's corporate offices are located in Charlotte, North Carolina. This release contains statements that are forward-looking in nature. Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include the following: the highly competitive nature of the markets in which we sell our products; the failure to continue developing innovative products; the increased use of synthetic hemodialysis filtration membranes by our customers; the loss of our customers; the vertical integration by our customers of the production of our products into their own manufacturing process; increases in prices for raw materials or the loss of key supplier contracts; employee slowdowns, strikes or similar actions; product liability claims exposure; risks in connection with our operations outside the United States; the incurrence of substantial costs to comply with, or as a result of violations of or liabilities under, environmental laws; the failure to protect our intellectual property; the failure to replace lost senior management; the incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions; the failure to effectively integrate newly acquired operations; and absence of expected returns from the amount of intangible assets we have recorded. Additional information concerning these and other important factors can be found in the "Risk Factors" section of Polypore International's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 13, 2005 and Polypore `s Annual Report on Form 10-K for the fiscal year ended January 1, 2005. Statements in this release should be evaluated in light of these important factors. Although we believe that these statements are based upon reasonable assumptions, we cannot guarantee future results. Given these uncertainties, the forward-looking statements discussed in this press release might not occur. CONTACT: Mark Hadley - Investor Relations Manager - 704-587-8886 - 2 - -----END PRIVACY-ENHANCED MESSAGE-----