8-K

UNITED STATES

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

December 8, 2005

(December 5, 2005)

Date of Report (Date of earliest event reported)

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-13948		62-1612879
(State or other jurisdiction of		(Commission file number)		(I.R.S. Employer
incorporation or organization)				Identification No.)
	100 North Point Center East, Suite 600
	Atlanta, Georgia		30022
	(Address of principal executive offices)		(Zip code)
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©)

Item 1.01Entry into a Material Definitive Agreement.

The Board of Directors of Schweitzer-Mauduit International, Inc. appointed Mr. Frederic Villoutreix to the position of Chief Operating Officer, effective February 1, 2006.  The letter of employment is filed with this report as Exhibit 10.1 and its contents are incorporated by reference into this Item 1.01.  The material terms and conditions of this agreement are summarized in Item 5.02 below and the contents of such summary are incorporated into this Item 1.01 by reference.

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Resignation of Principal Officer and Director

On December 5, 2005, Schweitzer-Mauduit, International, Inc. announced the retirement of Jean-Pierre Le Hétêt, effective January 31, 2006.  Mr. Le Hétêt joined the company in 1979 and successfully held the positions of Engineer, LTR Industries Mill Manager, Assistant General Manager of LTR Industries and Papeteries de Mauduit, General Manager of LTR Industries and Papeteries de Mauduit, President of French Operations and most recently Chief Operating Officer of Schweitzer-Mauduit since 1998. He has also been a Director of the Schweitzer-Mauduit Board since its spin-off from Kimberly-Clark in 1995.

Effective January 31, 2006, Mr. Le Hétêt will resign his position on the Board of Directors, per agreement with the Company’s By-Laws.

Appointment of Principal Officer

On December 8, 2005, the Board of Directors of Schweitzer-Mauduit, International, Inc., appointed Mr. Frederic Villoutreix as an executive officer with the title of Chief Operating Officer, effective February 1, 2006.

Mr. Villoutreix, age 41, joins Schweitzer-Mauduit from Compagnie de Saint-Gobain, a leading French multi-national manufacturer of numerous industrial products, where he worked since 1990.  He held key manufacturing positions in Europe and the United States with Saint-Gobain, including General Manager, World Construction Products and Stone, Luxemburg (2001-2004), and most recently Vice President, Abrasives Europe and Coated Abrasives (2004-2005).

Under the terms of his offer of employment, Mr. Villoutreix will be employed as the Chief Operating Officer of Schweitzer-Mauduit, effective February 1, 2006, on an “at will” basis.  The material terms and conditions of Mr. Villoutreix’s compensation and perquisites are summarized below, which description is qualified in its entirety by reference to the provisions of the letter of employment attached to this report as Exhibit 10.1.

Base Pay

As Chief Operating Officer of Schweitzer-Mauduit, Mr. Villoutreix will be paid €260,000 annually.

Bonus

Mr. Villoutreix will receive a sign-on bonus of €25,000 upon employment and annual completion bonuses of €25,000 each on January 1, 2007 through 2010, for a total of €125,000.  He will also receive a restricted stock grant of 10,000 shares with a four year vesting period in accordance with the terms of the Schweitzer-Mauduit Restricted Stock Plan.

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Annual Incentive Plan

Mr. Villoutreix will participate in our management Annual Incentive Plan, which provides an annual bonus opportunity of 55 percent of base salary at target performance, with a maximum opportunity of 107.25 percent of base salary.  For 2006 the annual bonus will not be less than €100,000.

Long Term Incentive Plan

Mr. Villoutreix will participate in our executive Long Term Incentive Plan, which provides an opportunity for awards calculated as a percentage of Mr. Villoutreix’s base salary and determined by the performance of Schweitzer-Mauduit.  The plan will provide Mr. Villoutreix with an annual target award opportunity of 130% and a maximum 260% of his base salary.

Executive Severance Plan

Mr. Villoutreix will participate in our Executive Severance Plan.  The Schweitzer-Mauduit Executive Severance Plan provides Mr. Villoutreix with three times his highest Annual Compensation, as such term is defined in the plan, with or within the three year period terminating on the date of the termination of his employment, plus three years benefit continuation in the event of a change-in-control of Schweitzer-Mauduit.  For termination for other reasons, except death, retirement, voluntary resignation or cause, he shall receive twelve months base salary.

Other Benefits

Mr. Villoutreix will be eligible to participate in our medical, dental, life insurance, disability, paid time off and other benefit programs generally made available to our employees, as well as receive a foreign service premium and tax equalization benefit as further described in the attached Exhibit 10.1.  The terms and conditions relating to assignment to France are still in process of being finalized.

Item 9.01Financial Statements and Exhibits.

(c)  Exhibits

10.1Letter Agreement between Schweitzer-Mauduit International, Inc. and Mr. Frederic Villoutreix

99.1Press Release, dated December 5, 2005, of Schweitzer-Mauduit International, Inc., announcing retirement and replacement of Chief Operating Officer.

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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.

	Schweitzer-Mauduit International, Inc.
	By:	/s/ PAUL C. ROBERTS
		Paul C. Roberts
		Chief Financial Officer and Treasurer
Dated: December 8, 2005

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SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

Current Report on Form 8-K

dated December 8, 2005

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Letter Agreement between Schweitzer-Mauduit International, Inc. and Mr. Frederic Villoutreix
99.1	Press Release, dated December 5, 2005, of Schweitzer-Mauduit International, Inc., announcing retirement and replacement of Chief Operating Officer.

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EX-10.1

Exhibit 10.1

December 7, 2005

Mr. Frédéric Villoutreix

15, chemin du Coeur Volant

78430 Louveciennes

France

Dear Frédéric,

On behalf of Schweitzer-Mauduit International, Inc. (SWM), I am pleased to confirm our offer of employment on the terms and conditions set forth in this letter.  You will be employed by Schweitzer-Mauduit International, Inc. effective December 7, 2005.  Subject to Board of Directors’ election, you will be appointed to the position of Chief Operating Officer, effective February 1, 2006.

Reporting to Wayne Deitrich, Chairman and C.E.O., your monthly salary will be Î21,667 (Î260,000/yr.).  In addition, you will be paid a signing bonus of Î25,000, which will be paid within thirty (30) days of your employment. We will specifically review your salary annually as to its competitiveness and appropriateness and upon future changes in position or responsibility or work location. You will receive a completion bonus of Î25,000 per year for four (4) consecutive years beginning January 1, 2007 and then payable each January 1 thereafter through 2010.  You will participate in the Annual Incentive Plan (AIP) program effective January 1, 2006.

Your AIP opportunity at the Target level of performance for 2006 will be 55% of your base salary as of January 1, 2006, with a maximum of 107.25%.  The weightings for your AIP participation will be based on 45% Corporate earnings per share, 45% Business Units Operating Profit, and 10% Individual Objectives.  Individual objectives will be established by the Chief Executive Officer. A copy of the plan will be given to you upon employment.  AIP awards are paid in the first quarter following the end of the calendar year measured. For AIP year 2006, your AIP award will not be less than E100,000.

A recommendation will be made to provide you with 10,000 shares of Restricted Stock on January 1, 2006 with a four (4) year vesting period in accordance with the terms of the SWM Restricted Stock Plan.

Long Term Incentive Plan: As a key SWM executive, you will be eligible to participate in the SWM Long Term Incentive Plan (LTIP). The Plan will provide you with an annual Target award opportunity of 130% and a maximum of 260% of your base salary. The award will be delivered by 50% participation in a Cash Performance Plan and 50% in Restricted shares of SWM stock. A copy of the plan and more details including performance measurements and payout timing will be provided at time of employment.

As a regular, full-time U.S. based hired exempt employee of SWM, you will be eligible for participation, as of the first of the month following one full month of employment, in a comprehensive benefits package that includes medical, dental, group life, accidental death, short- and long-term disability insurance plans; an enhanced 401(k) savings plan with a maximum company match of 6% of earnings (60% match on your 10% contribution of base salary and AIP) effective January 1, 2006, and a tuition reimbursement program.

Vacation:  You will be eligible for four (4) weeks in 2006 and until your length of service with SWM earns you additional weeks in accordance with the vacation policy.  .

Assignment to France:

Following a period of indoctrination, you will be assigned to and based at the SWM-France operations located in Spay, France. Terms and conditions relating to this assignment have been provided under separate cover. SWM may reassign your work location to the United States.

SWM Severance Plan

The SWM Severance Plan provides you with three (3) times your highest Annual Compensation, as such term is defined in the plan, with or within the three year period terminating on the date of the termination of your employment plus three (3) years benefit continuation in the event of a change-in-control of SWM.  For termination for other reasons, except death, retirement, voluntary resignation or cause, you shall receive twelve (12) months base salary.

This offer of employment is contingent upon a satisfactory background investigation, and a physical examination, including a drug screen.  In accordance with established company policy, your employment with Schweitzer-Mauduit is considered “at will” and as such can be terminated by you or the company, at any time, for any reason, with or without notice.

Please acknowledge your acceptance of this employment offer by signing and returning a copy of this letter to me in the enclosed envelope at your earliest convenience along with a completed employment application.

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On behalf of Schweitzer-Mauduit, we look forward to you joining our team on December 7.  If you have any questions, or need additional information, please do not hesitate to contact me at 770-569-4203.

Sincerely,

William R. Foust

Vice President, Administration

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EX-99.1

Exhibit 99.1

PRESS RELEASE
	Contact:	Bill Foust	Paul Roberts
		770-569-4203	770-569-4277

SCHWEITZER-MAUDUIT ANNOUNCES RETIREMENT AND REPLACEMENT OF CHIEF OPERATING OFFICER

Alpharetta, GA, December 5, 2005.  Schweitzer-Mauduit International, Inc. (NYSE:SWM) today announced the retirement of Jean-Pierre Le Hétêt, Chief Operating Officer, on January 31, 2006, and that Frédéric Villoutreix will become Chief Operating Officer on February 1, 2006.

Jean-Pierre joined the company in 1979 and successfully held the positions of Engineer, LTR Industries Mill Manager, Assistant General Manager of LTR Industries and Papeteries de Mauduit, General Manager of LTR Industries and Papeteries de Mauduit, President of French Operations and more recently Chief Operating Officer of Schweitzer-Mauduit since 1998. He has also been a Director of the Schweitzer-Mauduit Board since its spin-off from Kimberly-Clark in 1995.

Wayne H. Deitrich, Chairman of the Board and Chief Executive Officer of Schweitzer-Mauduit, commented that, “Jean-Pierre is a charismatic and tireless leader with extensive operations and marketing expertise.  His contributions to the success of Schweitzer-Mauduit have been significant.  Under his leadership, Schweitzer-Mauduit expanded production, made successful acquisitions in France, Brazil, Indonesia and the Philippines, and consummated a joint venture in China.”

In announcing that Frédéric Villoutreix has been named to replace Jean-Pierre Le Hétêt, Mr. Deitrich stated, “Frédéric will report to me and be an Executive Officer of the Corporation.”

Mr. Villoutreix, age 41, joins Schweitzer-Mauduit from Compagnie de Saint-Gobain, a leading French multi-national manufacturer of numerous industrial products, where he worked since 1990.  He held key manufacturing positions in Europe and the United States with Saint-Gobain, including General Manager, World Construction Products and Stone, Luxemburg (2001-2004), and most recently Vice President, Abrasives Europe and Coated Abrasives World (2004-2005) with 33 operating locations.

Mr. Villoutreix holds a Master’s Degree in Science and Engineering, with a major in Economics from Ecole Polytechnique, Palaiseau, France, and Ph.D. in Engineering and Management from Ecole des Mines, Paris, France.

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Schweitzer-Mauduit International, Inc. is a diversified producer of premium specialty papers and the world’s largest supplier of fine papers to the tobacco industry.  It also manufactures specialty papers for use in alkaline batteries, vacuum cleaner bags, overlay products, saturating base papers, business forms and printing and packaging applications.  Schweitzer-Mauduit and its subsidiaries conduct business in over 90 countries and employ 3,700 people worldwide, with operations in the United States, France, Brazil, Indonesia, the Philippines and Canada.  For further information, please visit the Company’s Web site at www.schweitzer-mauduit.com.

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