SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of
1934
September
17, 2009
Date
of Report (Date of earliest event reported)
SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-13948
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62-1612879
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(State
or other jurisdiction of
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(Commission
file number)
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(I.R.S.
Employer
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incorporation
or organization)
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100 North Point Center East, Suite 600
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Alpharetta, Georgia
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30022
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(Address
of principal executive offices)
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(Zip
code)
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1-800-514-0186
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act. (17 CFR
230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act. (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act. (17
CFR 240.13c-4(c))
Item
8.01 Other Events
Schweitzer-Mauduit
International Inc., or the Company, is filing this Current Report on Form 8-K to
update portions of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities and Exchange Commission on March 6,
2009, to reflect, for all periods presented, the retrospective impact of
adopting Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB 51” (SFAS No. 160)
and FASB Staff Position (FSP) No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-based Payment Transactions are Participating
Securities.”
As of
January 1, 2009, the Company adopted the provisions of SFAS No. 160
which changes the accounting for noncontrolling (minority) interests in
consolidated financial statements including the requirements to classify
noncontrolling interests as a component of consolidated stockholders’ equity,
and the elimination of “minority interest” accounting in results of operations
with earnings attributable to noncontrolling interests reported as a part of
consolidated earnings and to apply these financial statement presentation
requirements retrospectively. Additionally, SFAS No. 160 revises the accounting
for both increases and decreases in a parent’s controlling ownership
interest. The adoption of this standard changed how we present
noncontrolling interests in our financial statements and has been
retrospectively applied to all periods presented.
As of
January 1, 2009, the Company adopted FSP No. EITF 03-6-1, which states that
unvested share-based payment awards that contain nonforfeitable rights to
dividends are participating securities and should be included in the calculation
of earnings per share using the two-class method. The Company has granted
restricted stock that contain nonforfeitable rights to dividends on unvested
shares. Since these unvested restricted shares are considered participating
securities under FSP EITF 03-6-1, the adoption of FSP EITF 03-6-1 changes the
Company’s computation of basic earnings per share retrospectively. Under the
two-class method, the Company allocates earnings per share to common stock and
participating securities according to dividends declared and participation
rights in undistributed earnings. Earnings per share for each year presented
have been recast to reflect the impact of this new accounting
guidance.
The
adoption of SFAS No. 160 and FSP No. EITF 03-6-1 was previously reflected in the
Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2009
and June 30, 2009.
The
following sections of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2008 filed with the Securities and Exchange Commission on
March 6, 2009 are being filed to reflect the retrospective adoption of SFAS No.
160 and FSP EITF 03-6-1 (such sections are filed as Exhibits hereto and hereby
incorporated by reference herein):
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·
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Part
II, Item 6. Selected Financial Data
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·
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Part
II, Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operation
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·
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Part
II, Item 8. Financial Statements and Supplementary
Data
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The
Company has included the entire text of the affected sections. No sections of
the 2008 Form 10-K other than those identified above are being updated by this
filing. Information in the 2008 Form 10-K is generally stated as of December 31,
2008 and this filing does not reflect any subsequent information or events other
than the adoption of the accounting pronouncements described above. Without
limitation of the foregoing, this filing does not purport to update the
Management’s Discussion and Analysis of Financial Condition and Results of
Operations contained in the 2008 Form 10-K for any information, uncertainties,
transactions, risks, events or trends occurring, or known to management. This
Current Report on Form 8-K should be read in conjunction with the 2008 Form
10-K, the Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2009 and June 30, 2009 and the Company’s other 2009 filings. These other
filings contain important information regarding the Company that has arisen
since the filing of the 2008 Form 10-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
23.1
Consent of Deloitte & Touche LLP
99.1
Update to Selected Items of the Annual Report on Form 10-K for the year ended
December 31, 2008
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Schweitzer-Mauduit
International, Inc.
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By:
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/s/ Peter J. Thompson
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Peter
J. Thompson
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Treasurer, Chief Financial and Strategic Planning Officer
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Dated: September
17, 2009
SCHWEITZER-MAUDUIT
INTERNATIONAL, INC.
Current
Report on Form 8-K
Dated
September 17, 2009
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Update
to Selected Items of the Annual Report on Form 10-K for the fiscal year
ended December 31,
2008
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