PHP-FPM Can’t create enough children and stops serving requests

I'm new to PHP-FPM and I've noticed at random intervals it will seemingly just lock up.

[26-Dec-2014 22:50:16] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 921 total children
[26-Dec-2014 22:50:17] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 931 total children
[26-Dec-2014 22:50:18] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 941 total children
[26-Dec-2014 22:50:19] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 951 total children
[26-Dec-2014 22:50:20] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 961 total children
[26-Dec-2014 22:50:21] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 971 total children
[26-Dec-2014 22:50:22] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 981 total children
[26-Dec-2014 22:50:23] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 991 total children
[26-Dec-2014 22:50:24] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 1001 total children
[26-Dec-2014 22:50:25] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 1011 total children
[26-Dec-2014 22:50:26] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 1021 total children
[26-Dec-2014 22:50:27] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 9 idle, and 1031 total children

This happens seemingly at random (we could have 50 people on the site per minute or 200)
when it does happen PHP-FPM stops serving requests (by looking above it looks like it can't meet demand)

Even if I restart PHP-FPM it remains locked up for a short period.

[26-Dec-2014 22:52:41] NOTICE: Terminating ...
[26-Dec-2014 22:52:41] NOTICE: exiting, bye-bye!
[26-Dec-2014 22:52:41] NOTICE: fpm is running, pid 17484
[26-Dec-2014 22:52:41] NOTICE: ready to handle connections
[26-Dec-2014 22:53:15] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 8 children, there are 0 idle, and 53 total children
[26-Dec-2014 22:53:16] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 16 children, there are 0 idle, and 61 total children
[26-Dec-2014 22:53:17] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 71 total children
[26-Dec-2014 22:53:18] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 81 total children
[26-Dec-2014 22:57:01] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 8 children, there are 0 idle, and 109 total children
[26-Dec-2014 22:58:09] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 8 children, there are 0 idle, and 124 total children
[26-Dec-2014 22:58:10] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 16 children, there are 0 idle, and 132 total children
[26-Dec-2014 22:58:11] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 142 total children
[26-Dec-2014 22:58:12] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 152 total children
[26-Dec-2014 22:58:13] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 162 total children
[26-Dec-2014 22:58:14] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 172 total children
[26-Dec-2014 22:58:15] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 182 total children
[26-Dec-2014 22:58:16] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 192 total children
[26-Dec-2014 22:58:17] WARNING: [pool www] seems busy (you may need to increase pm.start_servers, or pm.min/max_spare_servers), spawning 32 children, there are 0 idle, and 202 total children

Here are my settings

pm.max_children = 2000
pm.start_servers = 20
pm.min_spare_servers = 10
pm.max_spare_servers = 200
pm.max_requests = 500

I have tried these also at

pm.max_children = 2000
pm.start_servers = 20
pm.min_spare_servers = 20
pm.max_spare_servers = 50
pm.max_requests = 500

and a few other combinations but still see the issue.

Server is 32 core, 64GB memory. Using Apache and FastCGI

Thanks