8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  October 15, 2009

POLYMER GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-14330	57-1003983
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

9335 Harris Corners Parkway, Suite 300
Charlotte, North Carolina	28269
(Address of Principal Executive Offices)	(Zip Code)

(704) 697-5100

(Registrant’s Telephone Number, Including Area Code)

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:

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Robert J. Kocourek as Chief Financial Officer

On October 15, 2009, Robert J. Kocourek gave notice of his intention to resign as Chief Financial Officer of Polymer Group, Inc. (the “Company”) immediately after the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended October 3, 2009 (the “10-Q Filing Date”).  Mr. Kocourek’s employment with the Company will end on April 16, 2010 (the “Resignation Date”).  Between the 10-Q Filing Date and the Resignation Date, Mr. Kocourek will remain an employee of the Company, during which time he will assist with a smooth transition of his responsibilities and work on such special projects as may be requested by the Company’s Chief Executive Officer.

On October 15, 2009, the Company entered into a Separation Agreement with Mr. Kocourek (the “Separation Agreement”).  In accordance with the Separation Agreement, Mr. Kocourek is entitled to receive his current base salary through the Resignation Date.  In addition, as payment of severance, Mr. Kocourek is entitled to receive (i) an amount equal to his current base salary until October 16, 2010 and, thereafter, through the earlier of April 16, 2011 or the date on which he obtains alternate employment, (ii) an additional amount for his unused vacation days and paid time off days, and (iii) his share of any bonus amounts for the Company’s 2009 fiscal year if such bonuses are awarded to senior management generally in the discretion of the Compensation Committee of the Board of Directors.  Mr. Kocourek will also retain the vested portion of his restricted stock awards, less amounts previously withheld for taxes (the “Restricted Shares”), and the vested portion of his stock option grants (the “Option Shares”).  The final number of Restricted Shares and Option Shares on the Resignation Date will be determined based on the Company’s 2009 performance pursuant to the terms and conditions of the Company’s 2008 Stock Plan, 2005 Stock Plan, and 2003 Option Plan, as applicable.  The Restricted Shares and Option Shares will also remain subject to the terms and conditions of the Company’s 2008 Stock Plan, 2005 Stock Plan, and 2003 Option Plan, as applicable, and the accompanying grant agreements, except for identified provisions requiring forfeiture in the event of certain terminations and restrictions on the resale of the Restricted Shares.  All payments under the Separation Agreement are subject to applicable tax withholding by the Company.

Until October 16, 2010, the Company will pay the employer portion of the premiums for group medical, dental and hospitalization insurance (the “Health Benefits”) at the coverage levels in effect at the Resignation Date.  Mr. Kocourek also is entitled to continue his Health Benefits as provided by the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) beginning on October 17, 2010 and continuing through October 16, 2011, at his sole cost and expense.  The Company’s obligations with respect to the Health Benefits and COBRA coverage

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will be limited to the extent Mr. Kocourek obtains benefits from a subsequent employer that are no less favorable to him in the aggregate.

The Separation Agreement contains customary (a) confidentiality obligations for Mr. Kocourek with respect to both Company and third-party confidential information, (b) non-compete and non-solicitation obligations for Mr. Kocourek through April 16, 2011 and (c) protection of the Company’s intellectual property rights.  In addition, under the terms of the Company’s 2003 Stock Option Plan, Mr. Kocourek will continue to be subject to the plan’s non-compete provisions for so long as the Option Shares remain outstanding.  In connection with the execution of the Separation Agreement, Mr. Kocourek also executed a General Release of claims in favor of the Company and certain of its affiliates and related parties.

Except as provided above, Mr. Kocourek is not entitled to receive any other payments from the Company related to the termination of his employment, including without limitation payments pursuant to the Change in Control Severance Compensation Agreement, dated as of January 23, 2008, as amended effective April 10, 2008, between Mr. Kocourek and the Company (the “Change in Control Agreement”), or the Company’s bonus plan, if any is adopted, in respect of a bonus for the 2010 fiscal year.

Effective October 15, 2009, the Change in Control Agreement was terminated in accordance with the terms and conditions of the Separation Agreement, without any obligation on the part of the Company or Mr. Kocourek under the Change in Control Agreement for any event or transaction occurring prior to or following its termination.

Appointment of Keith B. Hall as Interim Chief Financial Officer

The Board will conduct a search for a new Chief Financial Officer.  Until this search has been completed, Keith B. Hall, a member of the Audit Committee and Chair of the Capital Projects Committee of the Board of Directors, will serve as the Company’s interim Chief Financial Officer effective immediately after the filing of the Company’s Quarterly Report on Form 10-Q for the period ended October 3, 2009.  Mr. Hall will serve at the discretion of the Board.  Mr. Hall, 55, has served as a director of the Company since December 10, 2008.  Mr. Hall retired as Senior Vice President and Chief Financial Officer from Lending Tree, LLC, an online lending exchange, in 2007 where he was employed since 1999.  Mr. Hall also serves as a director of MTM Technologies, Inc.

Mr. Hall will begin working immediately on a transition of responsibilities from Mr. Kocourek, will be paid $25,000 per month, and will receive a grant of 12,500 shares of restricted stock under the Company’s 2004 Restricted Stock Plan for his services.

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A copy of the Company’s press release, dated October 16, 2009, announcing the events described herein is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release of Polymer Group, Inc. dated October 16, 2009.

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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.

	POLYMER GROUP, INC.
Date: October 19, 2009	By:	/s/ Daniel L. Rikard
		Daniel L. Rikard
		Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Polymer Group, Inc. 9335 Harris Corners Parkway Suite 300 Charlotte, NC 28269 www.polymergroupinc.com 704-697-5100

Polymer Group, Inc. Names Keith Hall Interim Chief Financial Officer

For Immediate Release

Friday, October 16, 2009

[Charlotte, NC] — Polymer Group, Inc. (OTC Bulletin Board: POLGA/POLGB) (PGI) today announced that Robert Kocourek, chief financial officer (CFO), will resign from PGI to pursue other interests.  Mr. Kocourek will continue as PGI’s CFO until the company files its Form 10-Q for the period ended October 3, 2009.  To ensure an orderly transition, Mr. Kocourek has agreed to remain with PGI as senior advisor to the CEO until no later than April 16, 2010 during which time he will assist with a smooth transfer of his responsibilities.  Until a permanent replacement for Mr. Kocourek is named, Keith Hall, 55, a member of PGI’s board of directors, will be named as interim CFO.  PGI has initiated a search process for the position of CFO and is considering both internal and external candidates.

“On behalf of PGI, I would like to thank Bob for his many contributions during his tenure here. We wish him the best of luck in his future endeavors,” said Veronica Hagen, chief executive officer of PGI. “We are fortunate that Keith is on our Board and able to step in with public company experience as CFO while we complete our search for a permanent replacement.”

Mr. Hall, a PGI board member since December 2008, brings over 30 years of experience to his position on PGI’s board of directors where he serves as chairman of the capital projects committee and as a member of the audit committee.  He was previously CFO of LendingTree, LLC when he retired in 2007.  In addition to LendingTree, Mr. Hall served as CFO for two NASDAQ-listed software and services companies, Legent Corporation and Broadway & Seymour, Inc.  He also was CFO of the global, NYSE-listed, specialty-chemical company, Loctite and CFO for a $3 billion division of United Technologies Corporation.

Polymer Group, Inc., one of the world’s leading producers of nonwovens, is a global, technology-driven developer, producer and marketer of engineered materials. With the broadest range of process technologies in the nonwovens industry, PGI is a global supplier to leading consumer and industrial product manufacturers. The company operates 14 manufacturing and converting facilities in 8 countries throughout the world.

Safe Harbor Statement

Except for historical information contained herein, the matters set forth in this press release are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that involve certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements speak only as of the date of this release.  Important

factors that could cause actual results to differ materially from those discussed in such forward-looking statements include: general economic factors including, but not limited to, changes in interest rates, foreign currency translation rates, consumer confidence, trends in disposable income, changes in consumer demand for goods produced, and cyclical or other downturns; cost and availability of raw materials, labor and natural and other resources and the inability to pass raw material cost increases along to customers; changes to selling prices to customers which are based, by contract, on an underlying raw material index; substantial debt levels and potential inability to maintain sufficient liquidity to finance our operations and make necessary capital expenditures; inability to meet existing debt covenants; achievement of objectives for strategic acquisitions and dispositions; inability to achieve successful or timely start-up on new or modified production lines; reliance on major customers and suppliers; domestic and foreign competition; information and technological advances; risks related to operations in foreign jurisdictions; and changes in environmental laws and regulations. Investors and other readers are directed to consider the risks and uncertainties discussed in documents filed by Polymer Group, Inc. with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

For further information, please contact:

Dennis Norman

Vice President — Strategy & Corporate Development

(704) 697-5186

normand@pginw.com

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