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 29, 2011

LYDALL, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 1-7665

Delaware	06-0865505
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Colonial Road, Manchester, Connecticut	06042
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (860) 646-1233

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:

¨ 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))

Section 7 – Regulation FD

Item 7.01.  Regulation FD Disclosure.

In connection with the Disposition (as defined below), on June 30, 2011, the Company issued a press release regarding the transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference.

Section 8 – Other Events

Item 8.01. Other Events.

On June 29, 2011, Lydall, Inc., a Delaware corporation (the “Company”), caused Lydall Thermal/Acoustical, Inc., a Delaware corporation and  a wholly-owned subsidiary of the Company (the “Seller”), to sell to Lytron Incorporated, a Massachusetts corporation (the “Buyer”), all of the outstanding shares of capital stock of Lydall Industrial Thermal Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of the Seller (“Affinity”) for a cash purchase price of $14,000,000 (the “Disposition”), subject to post-closing adjustment.  The Disposition was completed pursuant to the Stock Purchase and Sale Agreement, dated June 29, 2011, by and among the Company, the Seller and the Buyer (the “Agreement”), which contains customary representations, warranties and indemnities of the Company and the Buyer.  The Company expects the proceeds from the sale to exceed the carrying value of Affinity and the associated transaction costs.

Other than the contractual undertakings set forth in the Agreement itself and the related documents, no material relationship exists between the Buyer and the Company or any of the Company’s affiliates, or any director or officer of the Company, or any associate of such director or officer.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report, as set forth below:

Exhibit Number	Exhibit Description
99.1	Press release, dated June 30, 2011, titled “Lydall Completes Divestiture of Affinity”.

SIGNATURE

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.

	LYDALL, INC.
Date:  July 6, 2011	By:	/s/ James V. Laughlan
		James V. Laughlan Chief Accounting Officer and Controller

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press release, dated June 30, 2011, titled “Lydall Completes Divestiture of Affinity”.

EX-99.1

Exhibit 99.1

LYDALL COMPLETES DIVESTITURE OF AFFINITY

MANCHESTER, CT – June 30, 2011 – LYDALL, INC. (NYSE: LDL) announced  today that it has completed the sale of Lydall Industrial Thermal Solutions, Inc. (“Affinity”), a leading designer and manufacturer of high performance industrial chillers and heat exchangers.  Affinity was sold to Lytron, Inc. at a purchase price of $14 million.

“We are pleased to announce the successful completion of another step in our strategic plan,” said Dale Barnhart, CEO and President of Lydall, Inc. “The divestiture of Affinity is clearly in line with our efforts to transform Lydall into a more focused organization.  Further, we believe that this transition will enhance Affinity and enable its employees and customers to benefit from Lytron’s core expertise in thermal management solutions.”

Barnhart added, “With our strong balance sheet, new credit facility and the proceeds from this sale, Lydall is very well positioned to pursue its organic growth initiatives as well as potential acquisitions.”

Founded in 1990 and acquired by Lydall in 2001, Affinity is a leading North American producer of highly engineered thermal management systems that precisely control operating temperatures of advanced manufacturing equipment and analytical tools.  Affinity’s thermal management solutions - including chillers, heat exchangers, product maintenance and service - are sold to leading customers in the semiconductor, laser and general industrial markets.

Based in Woburn, MA, Lytron, Inc. manufactures custom and standard cold plates, heat exchangers, assemblies, and cooling systems for OEMs and end users. The company’s products are primarily used in the medical, laser, military, commercial aerospace, power electronics, analytical, and semiconductor markets.

C.W. Downer & Co., an independent global middle-market investment bank based in Boston, MA, acted as exclusive financial advisor to Lydall, Inc., on this divestiture.

Lydall, Inc. is a New York Stock Exchange listed company, headquartered in Manchester, Connecticut.  The Company, with operations in the U.S., France, the Netherlands and Germany and sales offices in the U.S., Europe, and Asia, focuses on manufacturing specialty engineered products for the thermal/acoustical and filtration/separation markets. Lydall® is a registered trademark of Lydall, Inc. in the U.S. and other countries.  All product names are trademarks of Lydall, Inc. or Charter Medical, Ltd.

For further information:

Erika G. Turner

Vice President, CFO & Treasurer

Telephone 860-646-1233

Facsimile 860-646-8847

info@lydall.com

www.lydall.com