As filed with the Securities and Exchange Commission on December 6, 2001
Registration No. 333- _____
===============================================================================
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 62-1612879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 NORTH POINT CENTER EAST, SUITE 600
ALPHARETTA, GEORGIA 30022
(Address of principal executive offices) (Zip Code)
SCHWEITZER-MAUDUIT INTERNATIONAL, INC. 1995 EQUITY PARTICIPATION PLAN
(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 GEORGIA 30022
(770) 569-4278
(Name, address and telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
Title of each class of Amount to be Proposed maximum Proposed Amount of
securities to be registered registered(1)(2) offering price per maximum aggregate registration fee
share(3) offering price(3)
---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 735,000 shares $21.875 $16,078,125 $3,842.67
per share
---------------------------------------------------------------------------------------------------------------
(1) Pursuant to General Instruction E of Form S-8, this Registration
Statement covers the registration of 735,000 shares of Common Stock in
addition to shares previously registered under Registration Statement
No. 33-99848.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also covers an indeterminate number of
additional shares that may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
as provided in the Schweitzer-Mauduit International, Inc. 1995 Equity
Participation Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(h)(1) under the Securities Act, on the
basis of the average of the high and low sales prices of $22.00 and
$21.75 per share for the Common Stock as reported on the New York
Stock Exchange on December 4, 2001.
As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statement No. 33-99848.
===============================================================================
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed to register
735,000 additional shares of Common Stock, par value $.10 per share (the
"Common Stock"), of Schweitzer-Mauduit International, Inc., a Delaware
corporation (the "Company"), which have been reserved for issuance under the
Schweitzer-Mauduit International, Inc. 1995 Equity Participation Plan (the
"Plan"). A total of 1,500,000 shares of the Common Stock reserved under the
Plan have previously been registered on a Registration Statement on Form S-8
(Registration No. 33-99848, filed on November 30, 1995) (the "Original Form
S-8"). Pursuant to and as permitted by General Instruction E to Form S-8, the
contents of the Original Form S-8 are hereby incorporated by reference herein,
and the opinions and consents listed at Item 8 below are annexed hereto.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
5 Opinion of Troutman Sanders LLP
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Troutman Sanders LLP (contained in its Opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature page hereof).
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 this 5th day of December, 2001.
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
By: /s/ Wayne H. Deitrich
----------------------------------------
Wayne H. Deitrich, Chief Executive
Officer and Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne H. Deitrich and Paul C. Roberts,
and each of them, such persons true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
persons name, place and stead, in any and all capacities, to sign any and all
amendments to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or would do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Wayne H. Deitrich Chief Executive Officer December 5, 2001
--------------------------------- and Chairman of the Board
Wayne H. Deitrich (principal executive officer)
/s/ Paul C. Roberts Chief Financial Officer December 5, 2001
--------------------------------- and Treasurer
Paul C. Roberts (principal financial officer)
/s/ Wayne Grunewald Controller December 5, 2001
--------------------------------- (principal accounting officer)
Wayne Grunewald
/s/ K.C. Caldabaugh Director December 5, 2001
---------------------------------
K.C. Caldabaugh
3
/s/ Claire Arnold Director December 5, 2001
---------------------------------
Claire Arnold
/s/ Richard D. Jackson Director December 5, 2001
---------------------------------
Richard D. Jackson
/s/ Jean-Pierre LeHetet Director December 5, 2001
---------------------------------
Jean-Pierre LeHetet
Leonard J. Kujawa Director
Larry B. Stillman Director
Laurent G. Chambaz Director
Alan R. Batkin Director
4
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Troutman Sanders LLP (contained in its opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on the signature page hereof).
5