8-K

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 25, 2007

Polypore International, Inc.
(Exact name of Registrant as specified in its charter)

Delaware	1-32266	43-2049334
(State or other	(Commission File	(IRS employer
jurisdiction of incorporation)	Number)	Identification No.)

11430 North Community House Road, Suite 350, Charlotte, NC	28277
(Address of principal executive offices)	(Zip code)

(704) 587-8409
(Registrant’s telephone number including area code)

Not applicable
(Former name and 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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2007, Polypore International, Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Amendment”) in order to effect a 147.422-for-one stock split (the “Stock Split”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), prior to the planned consummation of the Company’s initial public offering of Common Stock.  The Amendment increased the total number of the Company’s authorized shares to 215,000,000 from 600,000, consisting of 200,000,000 shares of Common Stock (increased from 350,000) and 15,000,000 shares of preferred stock, par value $0.01 per share (increased from 250,000).  The Amendment, which took effect on June 25, 2007, is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference as if set forth in full.

Item 8.01.   Other Events.

On June 28, 2007, the Company announced the pricing of its initial public offering of Common Stock and the commencement of trading of the Common Stock on the New York Stock Exchange under the symbol “PPO”.  The press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.

On June 29, 2007, the Company announced, as part of its previously announced tender offer and consent solicitation for its 10½% Senior Discount Notes due 2012 (the “Notes”), that it had accepted tenders and consents for approximately 98.49 % of the aggregate principal amount at maturity outstanding of the Notes.  The press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if set forth in full.

Item 9.01. Financial Statements and Exhibits

    (d) Exhibits

3.1	Certificate of Amendment to the Certificate of Incorporation of Polypore International, Inc.
99.1	Press Release, dated June 28, 2007.
99.2	Press Release, dated June 29, 2007.

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, thereunto duly authorized.

Polypore International, Inc.
By:	/s/ Phillip Bryson
Phillip Bryson
General Counsel

Date:  June 29, 2007

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT  TO

CERTIFICATE OF INCORPORATION

OF

POLYPORE INTERNATIONAL, INC.

Pursuant to Section 242 of the Delaware General Corporation Law

* * * * * * *

Polypore International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That in lieu of a meeting and vote of the Board of Directors of the Corporation, such Board of Directors has given its unanimous written consent in accordance with the provisions of Section 141 of the General Corporation Law of the State of Delaware to the adoption of a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and directed that the Amendment be submitted to the shareholders of the issued and outstanding shares of Common Stock of the Corporation entitled to vote thereon for its consideration and approval:

RESOLVED, that the board of directors of the corporation deem it advisable and in its best interest to amend its Certificate of Incorporation of the Corporation by deleting the first paragraph of ARTICLE IV in its entirety and inserting in its place a new first paragraph of ARTICLE IV to read as follows:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Fifteen Million (215,000,000), consisting of Two Hundred Million (200,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”), and Fifteen Million (15,000,000) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). Each holder of Common Stock shall be entitled to one vote for each share held.

SECOND: That the Amendment was duly adopted and authorized by the Corporation’s Board of Directors and Shareholders in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Polypore International, Inc., the corporation mentioned and described above, has caused this certificate of amendment to be signed by its duly authorized officer this 23rd day of June, 2007.

POLYPORE INTERNATIONAL, INC.
By:	/s/ Robert B. Toth
	Name:  Robert B. Toth
	Title:    President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Polypore International, Inc. Announces Pricing
of Initial Public Offering

Charlotte, N.C., June 28, 2007—Polypore International, Inc. (“Polypore”) today announced its initial public offering of 15,000,000 shares of common stock priced at $19.00 per share.  In addition, Warburg Pincus Private Equity VIII, L.P., Warburg Pincus International Partners, L.P. and PP Holding, LLC have granted the underwriters an option to purchase up to an additional 2,250,000 shares of common stock, to cover over-allotments, if any.  Polypore will not receive any proceeds from the sale of shares by the selling stockholders.

The shares will begin trading on June 28, 2007 on the New York Stock Exchange under the symbol “PPO.”  The offering is expected to close on July 3, 2007.

J.P. Morgan Securities Inc. is acting as sole book running manager and as representative for the underwriters of the offering.  Credit Suisse Securities (USA) LLC, Bear, Stearns & Co. Inc., Robert W. Baird & Co. Incorporated and William Blair & Company, L.L.C. are acting as co-managers for the offering.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission.  When available, copies of the prospectus relating to the offering may be obtained from J.P. Morgan Securities Inc. at National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, telephone: 718-242-8002.

Polypore is a global high technology filtration company specializing in microporous membranes.  Polypore’s flat sheet and hollow fiber membranes are used in specialized applications that require the removal or separation of various materials from liquids, primarily in the ultrafiltration and microfiltration markets.  Based in Charlotte, NC, Polypore is a global leader with manufacturing facilities or sales offices in nine countries serving six continents.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statement

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 to develop innovative products; 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; our substantial indebtedness; interest rate risk related to our variable rate indebtedness; our inability to generate cash; restrictions related to the senior secured credit facilities; 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 adverse impact on our financial condition from past restructuring activities; the failure to effectively integrate newly acquired operations; the absence of expected returns from the amount of intangible assets we have recorded; and natural disasters, epidemics, terrorist acts and other events beyond our control.  Additional information concerning these and other important factors can be found in the prospectus relating to the offering and subsequent reports filed with the Securities and Exchange Commission.  Such forward-looking statements speak only as of the date of this press release.  Polypore expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Polypore’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Investor Contact: Polypore Investor Relations—704-587-8886

EX-99.2

Exhibit 99.2

Polypore International, Inc. Announces Receipt of Requisite
Consents in Tender Offer for 10½% Senior Discount Notes due 2012
and Consent Solicitation

CHARLOTTE, N.C.,  June 29, 2007 ¾ Polypore International, Inc. (“Polypore”) today announced that, as part of its previously announced tender offer and consent solicitation for its 10½% Senior Discount Notes due 2012 (the “Notes”), as of 5:01 p.m., New York City time, on June 28, 2007 (the “Consent Deadline”), Polypore had accepted tenders and consents for approximately 98.49% of the aggregate principal amount at maturity outstanding of the Notes.

In connection with the tender offer and related consent solicitation for the Notes, on July 3, 2007, Polypore will enter into a supplemental indenture (the “Supplemental Indenture”) which will amend the Indenture, dated as of October 18, 2004, between Polypore and The Bank of New York, as trustee, relating to the Notes (the “Indenture”). The Supplemental Indenture to be entered into by Polypore and The Bank of New York, as trustee, will eliminate substantially all of the covenants and certain events of default and related provisions contained in the Indenture.  The Supplemental Indenture will become operative upon the settlement date for the Notes tendered on or prior to the Consent Deadline.

The tender offer for the Notes is scheduled to expire at 5:00 p.m., New York City time, on July 13, 2007 (the “Expiration Date”). Notes tendered in the tender offer after the Consent Deadline, but prior to the Expiration Date will not receive a consent payment. Notes tendered in the tender offer on or prior to the Consent Deadline may no longer be withdrawn. The settlement date for notes tendered in the tender offer on or prior to the Consent Deadline is expected to be July 3, 2007 if the initial public offering of Polypore is completed on such date.

This press release is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Notes. The tender offer may only be made pursuant to the terms of the applicable Offer to Purchase and the related Letter of Transmittal.

The complete terms and conditions of the tender offer is set forth in the Offer to Purchase that has been sent to holders of the Notes. Holders are urged to read the tender offer documents carefully. Copies of the Offer to Purchase and the related Letter of Transmittal may be obtained from the Information Agent for the Tender Offer, Global Bondholder Services Corporation, at (212) 430-3774 and (866) 807-2200 (toll-free).

J.P. Morgan Securities Inc. is the Dealer Manager and Solicitation Agent for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to J.P. Morgan Securities Inc. at (212) 270-1477 (call collect).

About Polypore International, Inc.

Polypore International, Inc. is a global high technology filtration company specializing in

microporous membranes. Polypore International, Inc.’s flat sheet and hollow fiber membranes are used in specialized applications that require the removal or separation of various materials from liquids, primarily in the ultrafiltration and microfiltration markets. Based in Charlotte, NC, Polypore International, Inc. is a global leader with manufacturing facilities or sales offices in nine countries serving six continents.

Forward-Looking Statement

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 to develop innovative products; 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; our substantial indebtedness; interest rate risk related to our variable rate indebtedness; our inability to generate cash; restrictions related to the senior secured credit facilities; 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 adverse impact on our financial condition from past restructuring activities; the failure to effectively integrate newly acquired operations; the absence of expected returns from the amount of intangible assets we have recorded; and natural disasters, epidemics, terrorist acts and other events beyond our control.  Additional information concerning these and other important factors can be found in Polypore’s filings with the Securities and Exchange Commission.  Such forward-looking statements speak only as of the date of this press release.  Polypore expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Polypore’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Investor Contact: Polypore Investor Relations — 704-587-8886