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): March 17, 2011

POLYPORE INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or Other  Jurisdiction of Incorporation)

1-32266	43-2049334
(Commission File Number)	(IRS Employer Identification No.)
11430 North Community House Road, Suite 350, Charlotte, North Carolina (Address of Principal Executive Offices)	28277 (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:

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

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

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

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

Item 8.01.  Other Events.

On March 17, 2011, Polypore International, Inc. (the “Company”) issued a press release announcing the public offering of an aggregate of 4,500,000 shares of its common stock by certain selling stockholders of the Company, including Warburg Pincus Private Equity VIII, L.P. and Warburg Pincus International Partners, L.P., and certain executive officers of the Company. The selling stockholders will receive all of the proceeds from the offering. No shares are being sold by the Company.  On March 18, 2011, the Company issued a press release announcing the pricing of the offering at a public offering price of $52.75 per share.  The offering is expected to close on March 23, 2011.

The press releases are filed as Exhibits 99.1 and 99.2 to this Current Report and are incorporated herein by reference as if set forth in full.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 other jurisdiction.

Item 9.01.              Financial Statements and Exhibits.

(d)                Exhibits.

Exhibit No.	Description
99.1	Press Release of Polypore International, Inc., dated March 17, 2011.
99.2	Press Release of Polypore International, Inc., dated March 18, 2011.

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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 hereunto duly authorized.

			POLYPORE INTERNATIONAL, INC.
			(Registrant)
Date: March 18, 2011	By:	/s/ Lynn Amos
		Lynn Amos
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

	Polypore International, Inc.
	The Gibson Building
	11430 North Community House Road
	Suite 350
	Charlotte, NC  28277
	Tel: (704) 587-8409
	Fax: (704) 587-8795
	www.polypore.net

Polypore Announces Secondary Offering by Selling Stockholders

CHARLOTTE, N.C.,  March 17, 2011¾ Polypore International, Inc. (NYSE: PPO) today announced the public offering of an aggregate of 4,500,000 shares of its common stock by certain selling stockholders of the Company, including Warburg Pincus Private Equity VIII, L.P. and Warburg Pincus International Partners, L.P. (“Warburg Pincus”), and certain executive officers of the Company. The selling stockholders will receive all of the proceeds from this offering. No shares are being sold by the Company.

Warburg Pincus is selling 4,214,705 shares of common stock in the offering. After this offering, Warburg Pincus and its affiliates will beneficially own approximately 13% of the Company’s common stock. The Company’s executive officers participating in the offering, including the Company’s Chief Executive Officer, are selling an aggregate of 285,295 shares of common stock in the offering.

The offering is being made pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission.

Barclays Capital Inc. will act as sole book-running manager for the offering.

The public offering is being made only by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 other jurisdiction. Copies of the prospectus supplement and the accompanying prospectus may be obtained by contacting: Barclays Capital, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (888) 603-5847 or email barclaysprospectus@broadridge.com.

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 agreement; employee slowdowns, strikes or similar actions; product liability claims exposure; risks in connection with our operations outside the United States, including compliance with applicable anti-corruption laws; 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 loss of senior management; the incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions; the failure to effectively integrate newly acquired operations; the absence of expected returns from the intangible assets we have recorded; the adverse impact from legal proceedings on our financial condition; and natural disasters, epidemics, terrorist acts and other events beyond our control. Additional information concerning these and other important factors can be found in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K 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.

CONTACT:

Polypore Investor Relations

(704) 587-8886

investorrelations@polypore.net

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EX-99.2

Exhibit 99.2

	Polypore International, Inc.
	The Gibson Building
	11430 North Community House Road
	Suite 350
	Charlotte, NC  28277
	Tel: (704) 587-8409
	Fax: (704) 587-8795
	www.polypore.net

Polypore Prices Secondary Offering by Selling Stockholders

CHARLOTTE, N.C.,  March 18, 2011 ¾ Polypore International, Inc. (NYSE: PPO) today announced the pricing of the previously announced public offering of an aggregate of 4,500,000 shares of its common stock by certain selling stockholders of the Company, including Warburg Pincus Private Equity VIII, L.P., Warburg Pincus International Partners, L.P. and certain executive officers of the Company, at a public offering price of $52.75 per share.  The selling stockholders will receive all of the proceeds from this offering.  No shares were sold by the Company.  The transaction is expected to close on March 23, 2011.

Barclays Capital Inc. is acting as sole book-running manager for the offering.

The public offering is being made only by means of a prospectus.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 other jurisdiction.  Copies of the prospectus supplement and the accompanying prospectus may be obtained by contacting Barclays Capital, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (888) 603-5847 or email barclaysprospectus@broadridge.com.

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 agreement; employee slowdowns, strikes or similar actions; product liability claims exposure; risks in connection with our operations outside the United States, including

compliance with applicable anti-corruption laws; 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 loss of senior management; the incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions; the failure to effectively integrate newly acquired operations; the absence of expected returns from the intangible assets we have recorded; the adverse impact from legal proceedings on our financial condition; and natural disasters, epidemics, terrorist acts and other events beyond our control. Additional information concerning these and other important factors can be found in Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K 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.

CONTACT:

Polypore Investor Relations

(704) 587-8886

investorrelations@polypore.net

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