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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2001
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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METLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4075851
(STATE OR OTHER JURISDICTION OF ONE MADISON AVENUE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NEW YORK, NEW YORK 10010-3690 IDENTIFICATION NO.)
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
METLIFE, INC. 2000 STOCK INCENTIVE PLAN
METLIFE, INC. 2000 DIRECTORS STOCK PLAN
METLIFE DEFERRED COMPENSATION PLAN FOR SENIOR OFFICERS
METLIFE DEFERRED COMPENSATION PLAN FOR OFFICERS
METLIFE INDIVIDUAL BUSINESS SPECIAL DEFERRED COMPENSATION PLAN
METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN
AUXILIARY SAVINGS AND INVESTMENT PLAN OF PARTICIPATING METROPOLITAN AFFILIATES
SUPPLEMENTAL AUXILIARY SAVINGS AND INVESTMENT PLAN OF PARTICIPATING
METROPOLITAN AFFILIATES
(FULL TITLE OF THE PLAN)
GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010-3690
(212) 578-2211
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE
---------------- ------------- ---------------- ------------------------ ----------------
COMMON STOCK 38,323,333 $29.26 $1,121,340,724 $280,336
($.01 PAR VALUE SHARES
PER SHARE)(3)
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(1) PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT SHALL ALSO BE DEEMED TO COVER ANY ADDITIONAL
SHARES WHICH MAY BE ISSUABLE UNDER THE PLANS REFERENCED ABOVE BY REASON
OF APPLICABLE ANTI-DILUTION PROVISIONS.
(2) ESTIMATED, IN ACCORDANCE WITH RULE 457(h) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE. THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS
BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF METLIFE, INC. COMMON
STOCK REPORTED BY THE NEW YORK STOCK EXCHANGE ON APRIL 11, 2001, WHICH
IS WITHIN FIVE (5) BUSINESS DAYS PRIOR TO THE DATE OF THIS REGISTRATION
STATEMENT.
(3) EACH SHARE OF COMMON STOCK INCLUDES A SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHT ISSUED PURSUANT TO THE STOCKHOLDER
RIGHTS AGREEMENT.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by MetLife, Inc. (the
"Registrant") are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 2000;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
December 31, 2000; and
(c) The description of the Registrant's common stock incorporated by
reference into the Registrant's Registration Statement on Form 8-A
(File No. 001-15787), filed with the Commission on March 31, 2000, from
the Registrant's Registration Statement on Form S-1, as amended (No.
333-91517), including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock which may be issued by the
Registrant pursuant to the MetLife, Inc. 2000 Stock Incentive Plan, the MetLife,
Inc. 2000 Directors Stock Plan, the MetLife Deferred Compensation Plan for
Senior Officers, the MetLife Deferred Compensation Plan for Officers, the
MetLife Individual Business Special Deferred
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Compensation Plan, the Metropolitan Life Auxiliary Savings and Investment Plan,
the Auxiliary Savings and Investment Plan of Participating Metropolitan
Affiliates and the Supplemental Auxiliary Savings and Investment Plan of
Participating Metropolitan Affiliates (collectively, the "Plans") will be passed
upon for the Company by Gary A. Beller, Esq., Senior Executive Vice-President
and General Counsel of the Registrant. As of this date, Mr. Beller beneficially
owns shares of the Registrant's common stock, par value $.01 per share, and
also participates in certain of the Plans, including the MetLife, Inc. 2000
Stock Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's directors and officers may be indemnified against
liabilities, fines, penalties and claims imposed upon or asserted against them
as provided in the Delaware General Corporation Law and the Registrant's Amended
and Restated Certificate of Incorporation and Amended and Restated By-Laws. Such
indemnification covers all costs and expenses incurred by a director or officer
in his capacity as such. The Board of Directors, by a majority vote of a quorum
of disinterested directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the director or officer
seeking indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Delaware General Corporation Law
and the Registrant's Amended and Restated Certificate of Incorporation may,
under certain circumstances, eliminate the liability of directors and officers
in a stockholder or derivative proceeding.
If the person involved is not a director or officer of the Registrant,
the Board of Directors may cause the Registrant to indemnify, to the same extent
allowed for the Registrant's directors and officers, such person who was or is a
party to a proceeding by reason of the fact that he is or was the Registrant's
employee or agent, or is or was serving at the Registrant's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
The Registrant has in force and effect policies insuring its directors
and officers against losses which they or any of them will become legally
obligated to pay by reason of any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of duty by the
directors and officers in the discharge of their duties, individually or
collectively, or any matter claimed against them solely by reason of their being
directors or officers. Such coverage is limited by the specific terms and
provisions of the insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
Exhibit Description
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Number
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4.1 Amended and Restated Certificate of Incorporation of MetLife,
Inc. (incorporated herein by reference to Exhibit 3.1 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 (the "2000 10-K")).
4.2 Amended and Restated By-Laws of MetLife, Inc. (incorporated
herein by reference to Exhibit 3.2 of the Registrant's 2000
10-K).
4.3 Form of Certificate of Common Stock, par value $0.01 per share
(incorporated herein by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-1, File No.
333-91517 (the "Registration Statement")).
4.4 Stockholder Rights Agreement (incorporated herein by reference
to Exhibit 10.6 of the Registrant's 2000 10-K).
5 Opinion of Gary A. Beller, Esq., Senior Executive
Vice-President and General Counsel of the Registrant,
regarding the legality of the securities registered hereunder.
10.1 MetLife Deferred Compensation Plan for Senior Officers
(incorporated herein by reference to Exhibit 10.1 of the
Registration Statement).
10.2 MetLife Deferred Compensation Plan for Officers (incorporated
herein by reference to Exhibit 10.2 of the Registration
Statement).
10.3 MetLife, Inc. 2000 Stock Incentive Plan, as amended and
restated (incorporated herein by reference to Exhibit 10.7 of
the Registration Statement).
10.4 MetLife, Inc. 2000 Directors Stock Plan, as amended and
restated (incorporated herein by reference to Exhibit 10.8 of
the Registration Statement).
10.5 MetLife, Inc. Individual Business Special Deferred
Compensation Plan.
10.6 Metropolitan Life Auxiliary Savings and Investment Plan
(incorporated herein by reference to Exhibit 10.31 of the
Registration Statement).
10.7 Auxiliary Savings and Investment Plan of Participating
Metropolitan Affiliates (incorporated herein by reference to
Exhibit 10.32 of the Registration Statement).
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10.8 Supplemental Auxiliary Savings and Investment Plan of
Participating Metropolitan Affiliates (incorporated herein by
reference to Exhibit 10.33 of the Registration Statement).
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Gary A. Beller, Esq., Senior Executive Vice-
President and General Counsel of the Registrant (included in
Exhibit 5).
24 Power of Attorney (included on the signature page to this
Registration Statement).
ITEM 9. UNDERTAKINGS
A. The undersigned Company hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:
(i) include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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 this 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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in this effective Registration Statement;
(iii) include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
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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, as amended (the "Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
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.
C. 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 indemnification provisions summarized in Item 6 of
this Registration Statement 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
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 New York, State of New York, on this 18th day of
April, 2001.
METLIFE, INC.
By: /S/ Robert H. Benmosche
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Name: Robert H. Benmosche
Title: Chairman, President and
Chief Executive Officer
Each person whose signature appears below hereby authorizes and
appoints Robert H. Benmosche and Gary A. Beller, or any of them, as such
person's attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and file on such person's behalf individually and in
each capacity stated below (i) any and all amendments (including post-effective
amendments) to this registration statement and any subsequent registration
statement filed by MetLife, Inc. pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, and (ii) any and all other instruments which either said
attorneys-in-fact and agents deems necessary or advisable to comply with the
Securities Act of 1933, the rules, regulations and requirements of the
Securities and Exchange Commission and Blue Sky or other state securities laws
and regulations, as fully as such person could do in person, hereby verifying
and confirming all that such attorneys-in-fact, or his 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
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/S/ Robert H. Benmosche
------------------------ Chairman, President, Chief April 18, 2001
Robert H. Benmosche Executive Officer and Director
/S/ Curtis H. Barnette
------------------------ Director April 18, 2001
Curtis H. Barnette
/S/ Gerald Clark
------------------------ Vice-Chairman, Chief Investment April 18, 2001
Gerald Clark Officer and Director
/S/ Joan Ganz Cooney
------------------------ Director April 18, 2001
Joan Ganz Cooney
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SIGNATURE TITLE DATE
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Director April 18, 2001
/s/ John C. Danforth
-------------------------
John C. Danforth
/s/ Burton A. Dole, Jr.
------------------------- Director April 18, 2001
Burton A. Dole, Jr.
/s/ James R. Houghton
------------------------- Director April 18, 2001
James R. Houghton
/s/ Helene L. Kaplan
------------------------- Director April 18, 2001
Helene L. Kaplan
/s/ Charles M. Leighton
------------------------- Director April 18, 2001
Charles M. Leighton
/s/ Stewart G. Nagler
------------------------- Vice-Chairman, Chief Financial April 18, 2001
Stewart G. Nagler Officer and Director
/s/ John J. Phelan Jr
------------------------- Director April 18, 2001
John J. Phelan, Jr.
/s/ Hugh B. Price
------------------------- Director April 18, 2001
Hugh B. Price
/s/ Ruth J. Simmons
------------------------- Director April 18, 2001
Ruth J. Simmons
/s/ William C. Steere Jr.
------------------------- Director April 18, 2001
William C. Steere, Jr.
/s/ Virginia M. Wilson
------------------------- Controller April 18, 2001
Virginia M. Wilson