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): July 30, 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 1.01. Entry into a Material Definitive Agreement.

On July 31, 2007, Polypore, Inc. (“Polypore”), a wholly owned subsidiary of Polypore International, Inc. (the “Company”), merged with and into the Company.  On July 31, 2007, the Company, the Guarantors (as defined therein) and The Bank of New York, as trustee (the “Trustee”), executed the Second Supplemental Indenture (the “Second Supplemental Indenture”) supplementing the Indenture, dated as of May 13, 2004, by and among Polypore, the Guarantors and the Trustee (as amended, supplemented or otherwise modified, the “Indenture”), relating to Polypore’s 8¾% Senior Subordinated Notes due 2012 (the “8¾% Notes”).  Pursuant to the Second Supplemental Indenture, the Company, as successor by merger to Polypore, assumed Polypore’s obligations with respect to the due and punctual payment of the principal of, premium, if any, and interest on all of the 8¾% Notes and the performance of every covenant and all obligations of Polypore under the 8¾% Notes, the Indenture and the Registration Rights Agreement, dated as of May 13, 2004, by and among Polypore, the Guarantors, and the initial purchasers named therein, to be performed or observed on the part of Polypore.  Each of the Guarantors confirmed its obligations under the Indenture, the related guarantees and the 8¾% Notes.

The Second Supplemental Indenture is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On July 16, 2007, the Company announced that it had completed its tender offer to purchase for cash its 10½% Senior Discount Notes due 2012 (the “10½% Notes”).  The tender offer expired on July 13, 2007.  As of the expiration time, $299,480,000 aggregate principal amount at maturity of the 10½% Notes were tendered, representing approximately 99.83% of the aggregate principal amount at maturity outstanding.

On July 30, 2007, the Trustee, on behalf of the Company and at the Company’s expense, provided notice of redemption to the holders of the remaining 10½% Notes outstanding.  Pursuant to the terms of the Indenture, dated as of October 18, 2004, between the Company and the Trustee (the “10½% Indenture”), once notice of redemption is mailed, the 10½% Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price stated in the notice.  The aggregate redemption price is $515,182 and the redemption date is August 29, 2007.  The Company deposited the aggregate redemption price with the Trustee on July 30, 2007.

On July 30, 2007, the Company satisfied and discharged the 10½% Indenture.  Upon such satisfaction and discharge, the 10½% Indenture ceased to be of further effect (except for certain rights of the Trustee).

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1Second Supplemental Indenture, dated as of July 31, 2007, between Polypore International, Inc., the Guarantors (as defined therein) and The Bank of New York.

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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
	Name: Phillip Bryson
	Title: General Counsel and Assistant Secretary
Date: August 3, 2007

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EX-10.1

Exhibit 10.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2007, between Polypore International, Inc., a Delaware corporation (the “Company”), Daramic, LLC, a Delaware limited liability company, Celgard, LLC, a Delaware limited liability company, and Daramic International, Inc., a Delaware corporation (each, a “Guarantor”), and The Bank of New York, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H:

WHEREAS, Polypore, Inc. (“Polypore”) and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”), dated as of May 13, 2004, providing for the issuance of Polypore’s U.S. Dollar-denominated 8¾% Senior Subordinated Notes due 2012 (the “Dollar Notes”) and Euro-denominated 8¾% Senior Subordinated Notes due 2012 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”), initially in the aggregate principal amounts of $225,000,000 and €150,000,000, respectively;

WHEREAS, effective on the date hereof, Polypore will be merged with and into the Company, with the Company as the surviving corporation (the “Merger”);

WHEREAS, Section 5.02 of the Indenture provides that upon any merger of Polypore in which Polypore is not the surviving corporation, the successor corporation by merger shall succeed to, and be substituted for, and may exercise every right and power of Polypore under the Indenture and the Notes with the same effect as if such surviving corporation had been named as such;

WHEREAS, Section 5.01 of the Indenture provides that the surviving corporation in such merger shall expressly assume by supplemental indenture, executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant and all obligations of Polypore under the Indenture, the Notes, and the Registration Rights Agreement, dated as of May 13, 2004, by and among Polypore, the existing Guarantors, and the initial purchasers named therein (the “Registration Rights Agreement”), to be performed or observed on the part of Polypore;

WHEREAS, pursuant to Section 9.01(c) of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture;

WHEREAS, the Company has been authorized by resolution of its Board of Directors to enter into this Supplemental Indenture;

WHEREAS, Polypore and the Company have requested that the Trustee join in the execution and delivery of this Supplemental Indenture;

WHEREAS, each Guarantor confirms its obligations under the Indenture, the Guarantees and the Notes; and

WHEREAS, all other acts and proceedings required by law, by the Indenture and by the certificate of incorporation and bylaws of the Company to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

1.             Defined Terms.  Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

2.             Succession.  Effective immediately upon the consummation of the Merger on the date hereof, the Company hereby expressly assumes the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant and all obligations of Polypore under the Notes, the Indenture and the Registration Rights Agreement to be performed or observed on the part of Polypore.

3.             Continuing Effect.  Except as expressly provided herein, all of the terms, provisions and conditions of the Indenture, the Notes, and the Registration Rights Agreement shall remain in full force and effect.

4.             Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.             Construction of Supplemental Indenture.  This Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended by this Supplemental Indenture.

6.             Trust Indenture Act Controls.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended, as in force at the date that this Supplemental Indenture is executed, the provisions required by said Act shall control.

7.             Trustee Disclaimer.  The recitals contained in this Supplemental Indenture shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

8.             Notices.  The following addresses are the updated notice addresses to be used for any notice or communication by the Company or the Trustee to the other party:

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If to the Company:

Polypore International, Inc.

11430 North Community House Road, Suite 350

Charlotte, NC  28277

Facsimile No.: (704) 587-8409

Attention: Lynn K. Amos

With copies to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Facsimile No.: (212) 728-8214

Attention: Cristopher Greer, Esq.

If to the Trustee:

The Bank of New York

101 Barclay Street, Fl 4 East

New York, New York 10286

Facsimile No.: (212) 815-5802

Attention:  Global Trust Services

9.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy (including facsimile copies) shall be an original, but all of them together represent the same agreement.

10.           Severability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected.

[Remainder of Page Intentionally Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

	POLYPORE INTERNATIONAL, INC.
	By:	/s/ Lynn Amos
		Name: Lynn Amos
		Title: Chief Financial Officer, Treasurer and Secretary
	DARAMIC, LLC
	By: Polypore, Inc., as sole Member
		By:	/s/ Lynn Amos
		Name: Lynn Amos
		Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary
	CELGARD, LLC
	By: Polypore, Inc., as sole Member
		By:	/s/ Lynn Amos
		Name: Lynn Amos
		Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary
	DARAMIC INTERNATIONAL, INC.
	By:	/s/ Lynn Amos
		Name: Lynn Amos
		Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary
[Supplemental Indenture]

	THE BANK OF NEW YORK, as Trustee
	By:	/s/ Lici Zhu
		Name: Lici Zhu
		Title:  Assistant Treasurer
[Supplemental Indenture]