UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 2)

 

(Mark One)

x                              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2007

 

OR

 

o                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                          to                         

 

1-13948

(Commission file number)

 

 

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

1-800-514-0186
(Registrant’s telephone number, including area code)

 

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

 

 

Securities Registered Pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. 
Yes x No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 
Yes x No o

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

The aggregate market value of the outstanding common stock, par value $0.10 per share (the “Common Stock”), held by non-affiliates of the registrant as of June 29, 2007 (the last business day of the registrant’s most recently completed second fiscal quarter) was $480.7 million, based on the last sale price for the Common Stock of $31.00 per share as reported on the New York Stock Exchange on said date. For purposes of the foregoing sentence only, all directors and executive officers are assumed to be affiliates.

 

There were 15,491,609 shares of Common Stock issued and outstanding as of February 29, 2008.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s definitive Proxy Statement relating to its 2008 Annual Meeting of Stockholders scheduled to be held on April 24, 2008 (“the 2008 Proxy Statement”) and filed pursuant to Regulation 14A are incorporated by reference into Part III of this Form 10-K.

 

 

 

EXPLANATORY NOTE

 

This Second Amendment is being filed solely to include the Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 to the First Amendment, which was filed with the Securities and Exchange Commission on October 7, 2008, and incorporated by reference the Proxy Statement’s “Comprehensive Compensation Discussion and Analysis” in Part III., Item 11, Executive Compensation, of our Annual Report on Form 10-K, and does not amend or update any other part of that annual report.

 

2

 

PART III.

 

Item 11.  Executive Compensation

 

The information in the section of the 2008 Proxy Statement captioned “Executive Compensation,” including the item captioned “Comprehensive Compensation Discussion and Analysis,” is incorporated in this Item 11 by reference.

 

3

 

PART 1V.

 

3. Exhibits

 

Exhibit Number		Exhibit
* 31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
* 31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

* Filed herewith.

 

4

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
	By:	/s/  WAYNE H. DEITRICH
		Wayne H. Deitrich
		Chairman of the Board and
		Chief Executive Officer
Dated: November 6, 2008		(principal executive officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Name		Position		Date
/s/WAYNE H. DEITRICH		Chairman of the Board and		November 6, 2008
Wayne H. Deitrich		Chief Executive Officer
		(principal executive officer)
/s/TORBEN WETCHE		Chief Financial Officer		November 6, 2008
Torben Wetche		and Treasurer
		(principal financial officer)
/s/MARK A. SPEARS		Controller		November 6, 2008
Mark A. Spears		(principal accounting officer)
*		Chief Operating Officer		November 6, 2008
Frédéric P. Villoutreix		Director
*		Director		November 6, 2008
Claire L. Arnold
*		Director		November 6, 2008
K.C. Caldabaugh
*		Director		November 6, 2008
William Finn
*		Director		November 6, 2008
Richard D. Jackson
*		Director		November 6, 2008
Robert F. McCullough

 

*By:	/s/JOHN W. RUMELY, JR.					November 6, 2008
	John W. Rumely, Jr.
	Attorney-In-Fact

 

5