As filed
with the Securities and Exchange Commission on September 18, 2009
Registration
No.__________
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation or
organization)
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62-1612879
(IRS
Employer Identification No.)
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100
North Point Center East, Suite 600
Alpharetta,
GA 30022
(Address
of principal executive offices)
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30022
(Zip
Code)
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SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
RESTRICTED
STOCK PLAN
(Amended
and Restated as of January 1, 2009)
(Full
title of the plan)
John
W. Rumely, Jr.
General
Counsel and Secretary
SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
100
North Point Center East, Suite 600
Alpharetta,
GA 30022
(Name and
address of agent for service)
1-770-569-4278
(Telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to
be registered
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Amount to be
registered1
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Proposed maximum
offering price per
share2
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common
Stock, par value $.10 per share (together with associated preferred stock
purchase rights)
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362,500
shares
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$ |
54.34 |
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$ |
19,698,250 |
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$ |
1,100 |
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1 Pursuant
to Rule 416(a) the Securities Act of 1933, this registration statement also
covers an indeterminate number of additional shares which may be offered and
issued to prevent dilutions resulting from stock splits, stock dividends or
similar transactions as provided in the Schweitzer-Mauduit International, Inc.
Restricted Stock Plan.
2 Pursuant
to Rule 457(h)(1), these figures are based upon the average of the high and low
prices of the Common Stock on September 14, 2009, as reported on September 15,
2009 in the New York Stock Exchange consolidated reporting system, and are used
solely for the purpose of calculating the registration
fee.
Explanatory
Note
Schweitzer-Mauduit International, Inc.
(the “Company”) is filing this registration statement on Form S-8 to register
362,500 additional shares of Company common stock authorized for issuance under
the Schweitzer-Mauduit International, Inc. Restricted Stock Plan (the
“Plan”). The authorization of issuance of such additional shares was approved by
the Company shareholders at the Annual Meeting on April 24, 2008. The Plan is an
amendment and restatement of the Company’s Amended and Restated Restricted Stock
Plan, with respect to which the Company filed, on June 10, 2003, a
registration statement on Form S-8 (registration statement number 333-105998)
with the Securities and Exchange Commission (the “Commission”). The total
number of shares of Company common stock issuable under the Plan is 1,000,000,
which includes the 362,500 shares of Company common stock registered on this
registration statement and 637,500 shares of previously registered Company
common stock.
Part
I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents constituting Part I of
this Registration Statement have been or will be sent or given to participants
in the Plan as specified by Rule 428(b)(1) under the Securities Act. These
documents and the documents incorporated by reference into this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
Upon written or oral request, the
Company will provide, without charge, the documents incorporated by reference in
Item 3 of the Part II of this Registration Statement. The Company also
will provide, without charge, upon written or oral request, other documents
required to be delivered to employees pursuant to Rule 428(b) under the
Securities Act. Requests for the above-mentioned information should be
directed to Vice President of Human Resources, Schweitzer-Mauduit International,
Inc., 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022,
telephone number (800) 514-0186.
PART
II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM
3.
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Incorporation
of Documents by Reference
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The undersigned registrant hereby
incorporates by reference into this registration statement a copy of the
following:
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(i)
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the
Company’s Annual Report on Form 10-K for the fiscal year ending December
31, 2008 filed on March 6, 2009 (retrospectively
adjusted by our Current Report on Form 8-K as filed with the SEC on
September 17, 2009 for the adoption of SFAS 160 and FSP No. EITF
03-6-1);
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(ii)
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the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2009, filed on August 5,
2009;
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(iii)
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the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2009, filed on May 6, 2009;
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(iv)
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the
Company’s Current Report on Form 8-K, filed September 11, 2009 (but not
Item 9.01 therein);
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(v)
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the
Company’s Current Report on Form 8-K, filed May 12,
2009;
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(vi)
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the
Company’s Current Report on Form 8-K, filed April 21, 2009 (but not Items
2.02 and 9.01 therein);
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(vii)
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the
Company’s Current Report on Form 8-K, filed January 22,
2009;
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(viii)
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the
Company’s Current Report on Form 8-K, filed January 6,
2009;
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(ix)
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the
description of the Company’s Common Stock filed as Exhibit 99.1 to this
Registration Statement;
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(x)
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the
description of the Company’s preferred stock purchase rights contained in
the Company’s Amended and Restated Shareholder Rights Agreement, filed as
Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, filed on November 14, 2000;
and
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(xi)
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the
Company’s Current Report on Form 8-K, filed September 17,
2009.
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In addition, all documents filed
subsequent to the date of this registration statement by the undersigned
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, and prior to the filing of a post-effective
amendment hereto, which either indicates that all shares of common stock offered
hereby have been sold or deregisters any shares of such common stock then
remaining, shall also be deemed to have been incorporated by reference into this
registration statement.
ITEM
4.
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Description of
Securities.
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Not applicable.
ITEM
5.
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Interests of Named
Experts and Counsel.
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Not applicable.
ITEM
6.
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Indemnification of
Directors and Officers.
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Section
145 Title 8 of the Delaware Code gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action,
suit or proceeding, had no reasonable cause to believe his conduct was
unlawful. The same Section also gives a corporation power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. Also, the
section states that, to the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in defense of
any such action, suit or proceeding, or in defense of any claim, issue or matter
herein, he shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by him in connection therewith.
The By-Laws of the Company provide in
substance that a director or officer of the Company, or a party serving at the
request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the Company to the maximum extent permitted by the Delaware Code.
The Company has an insurance policy
covering liabilities and expenses which might arise in connection with its
lawful indemnification of its directors and officers for certain of their
liabilities and expenses and also covering its officers and directors against
certain other liabilities and expenses.
ITEM
7.
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Exemption from
Registration Claimed.
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Not applicable.
Exhibit
Number
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Description
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4.1
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Shareholder
Rights Agreement Amended and Restated as of October 1, 2000 incorporated
by reference to Exhibit 4.2 to the Company’s Form 10-Q for the quarter
ended September 30, 2000.
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5.1
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Opinion
of Troutman Sanders LLP.
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10.1
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Restricted
Stock Plan Amended and Restated as of January 1, 2009 incorporated by
reference to Exhibit 10.25 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2008.
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23.1
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Consent
of Deloitte & Touche LLP.
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23.2
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Consent
of Troutman Sanders LLP (contained in its opinion filed as Exhibit
5.1).
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24.1
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Powers
of attorney.
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99.1
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Description
of the Company’s Common
Stock.
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Exhibits listed above which have
heretofore been filed with the Commission and which were incorporated as noted
above are hereby incorporated herein by reference and made a part hereof with
the same effect as if filed herewith.
(a)
The undersigned registrant
hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 % change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as express in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Alpharetta, State of
Georgia, on September 17, 2009.
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SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
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By:
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/s/
Frédéric P. Villoutreix
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Frédéric
P. Villoutreix
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Chief
Executive Officer
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Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/
Frédéric P. Villoutreix
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Chief
Executive Officer
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September
17, 2009
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Frédéric
P. Villoutreix
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and
Chairman of the Board
(principal
executive officer)
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/s/
Peter J. Thompson
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Treasurer,
Chief Financial and
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September
17, 2009
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Peter
J. Thompson
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Strategic
Planning Officer
(principal
financial officer)
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/s/
Mark A. Spears
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Controller
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September
17, 2009
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Mark
A. Spears
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(principal
accounting officer)
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*
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Director
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September
17, 2009
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Claire
L. Arnold
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*
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Director
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September
17, 2009
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K.C.
Caldabaugh
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*
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Director
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September
17, 2009
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William
A. Finn
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*
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Director
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September
17, 2009
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Richard
D. Jackson
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*
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Director
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September
17, 2009
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Robert
F. McCullough
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*
By: |
/s/
Frédéric P. Villoutreix
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Frédéric
P. Villoutreix
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Attorney-In-Fact
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INDEX
TO EXHIBITS
Exhibit No.
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Description
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5.1
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Opinion
of Troutman Sanders LLP.
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23.1
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Consent
of Deloitte & Touche LLP.
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23.2
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Consent
of Troutman Sanders LLP (contained in its opinion filed as Exhibit
5.1).
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24.1
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Powers
of Attorney.
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99.1
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Description
of Common Stock
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