As filed with the Securities and Exchange Commission on June 10, 2003
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) |
62-1612879 (IRS Employer Identification No.) |
| 100 North Point Center East, Suite 600 Alpharetta, GA 30022 (Address of principal executive offices) |
30022 (Zip Code) |
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
RESTRICTED STOCK PLAN
(Amended and Restated as of January 17, 2003)
(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
| Proposed maximum | Proposed maximum | |||||||||||||
| Title of Securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||
| to be registered | registered1 | share2 | price | registration fee | ||||||||||
| Common Stock, par value $.10 per share (together with associated preferred stock purchase rights) | 437,500 shares | $ | 24.585 | $ | 10,755,937 | $ | 870.16 | |||||||
| 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 June 9, 2003, as reported on June 10, 2003 in the New York Stock Exchange consolidated reporting system, and are used solely for the purpose of calculating the registration fee. |
| PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EX-3.2 BY-LAWS | ||||||||
| EX-5 OPINION OF TROUTMAN SANDERS LLP. | ||||||||
| EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP. | ||||||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | Incorporation of Documents by Reference | ||
| The undersigned registrant hereby incorporates by reference into this registration statement a copy of the following: | |||
| (i) | the registrant’s annual report on Form 10-K for the fiscal year ending December 31, 2002 filed on February 27, 2003. | ||
| (ii) | the registrant’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2003, filed May 5, 2003; and. | ||
| (iii) | the registrant’s current report on Form 8-K, filed April 24, 2003; and | ||
| (iv) | the description of the registrant’s capital stock contained in the registrant’s registration statement on Form 10 (Registration No. 1-13948) dated September 12, 1995, as amended by Form 10/A, Amendment No. 1 dated October 19, 1995, Form 10/A, Amendment No. 2 dated October 27, 1995, Form 10/A, Amendment No. 3 dated October 30, 1995, Form 10/A, Amendment No. 4 dated November 1, 1995 and as may subsequently be amended. | ||
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 and 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. | Description of Securities. | |
| Not applicable. | ||
| ITEM 5. | Interests of Named Experts and Counsel. | |
| Not applicable. | ||
| ITEM 6. | Indemnification of Directors and Officers. |
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 registrant provide in substance that a director or officer of the registrant, or a party serving at the request of the registrant as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the registrant to the maximum extent permitted by the Delaware Code.
The registrant 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. | Exemption from Registration Claimed. | |
| Not applicable. | ||
| ITEM 8. | Exhibits. |
| Exhibit | ||
| Number | Description | |
| 3.2 | By-Laws, amended and restated as of April 24, 2003. | |
| 4(a) | Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10 dated September 12, 1995. | |
| 4(b) | Shareholder Rights Agreement Amended and Restated as of October 1, 2000 incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-Q for the quarter ended September 30, 2000. | |
| 5 | Consent of Troutman Sanders LLP. | |
| 10.9 | Restricted Stock Plan Amended and Restated as of January 17, 2003 incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended March 31, 2003. | |
| 15 | Letter from Deloitte & Touche LLP, incorporated by reference to Exhibit 15 of the Registrant’s Form 10-Q for the quarter ended March 31, 2003. | |
| 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 signature page hereof). |
Exhibits listed above which have heretofore been filed with the Securities and Exchange 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.
| ITEM 9. | Undertakings | ||||
| (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: | ||||
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||||
| (ii) | 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. | ||||
| (iii) | 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; | ||||
| (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. | |||||
| (h) | 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
The Registrant. 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 June 10, 2003.
| SCHWEITZER-MAUDUIT INTERNATIONAL, INC | |||
| By: | /s/ Wayne H. Deitrich Wayne H. Deitrich Chief Executive Officer |
||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wayne H. Deitrich and John W. Rumely, Jr., and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 attorney-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 and on the date indicated.
| Signature | Title | Date | ||
| /s/ Wayne H. Deitrich
Wayne H. Deitrich |
Chief Executive Officer and Chairman of the Board (principal executive officer) |
June 9, 2003 | ||
| /s/ Paul C. Roberts
Paul C. Roberts |
Chief Financial Officer and Treasurer (principal financial officer) |
June 9, 2003 | ||
| /s/ Wayne Grunewald
Wayne Grunewald |
Controller (principal accounting officer) |
June 9, 2003 | ||
| *
K.C. Caldabaugh |
Director | June 9, 2003 | ||
Claire L. Arnold |
Director | |||
Richard D. Jackson |
Director | |||
| *
Alan R. Batkin |
Director | June 9, 2003 |
| Signature | Title | Date | ||
| *
Leonard J. Kujawa |
Director | June 9, 2003 | ||
Larry B. Stillman |
Director | |||
| *
Laurent G. Chambaz |
Director | June 9, 2003 | ||
| *
Jean-Pierre Le Hétet |
Director | June 9, 2003 |
| • | Signed pursuant to a Power of Attorney |
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 3.2 | By-Laws, amended and restated as of April 24, 2003. | |
| 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). |