As filed with the Securities and Exchange Commission on December 15, 2006
Registration No. 333-121342
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
Post-Effective
Amendment No. 1
to
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 (I.R.S. employer identification no.)
incorporation or organization)
200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211
THE METLIFE NON-MANAGEMENT DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of the plan)
James L. Lipscomb, Esq.
Executive Vice President and General Counsel
MetLife, Inc.
200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE(2) REGISTRATION FEE
----------------------- ------------ ------------------ ------------------ ----------------
Obligations Under $6,000,000 100% $6,000,000 $642.00
MetLife Non-
Management
Directors Deferred
Compensation Plan
(1) The Obligations Under the MetLife Non-Management Directors Deferred
Compensation Plan (the "Obligations") are unsecured general obligations of
MetLife, Inc. to pay deferred compensation in accordance with the terms of
the MetLife Non-Management Directors Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to Instruction E of Form S-8, this filing relates to the
registration of additional securities of the same class as other securities for
which a registration statement filed on this form relating to a benefit plan is
effective. The contents of the registration statement on Form S-8
(File No. 333-121342) are hereby incorporated by reference.
1
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the registrant, regarding the legality of the securities registered
hereunder.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the registrant (included in Exhibit 5).
24 Power of Attorney (included on the signature page to this
Post-Effective Amendment No. 1 to Registration Statement).
2
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 Post-Effective
Amendment to 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 12th day of December, 2006.
METLIFE, INC.
By: /s/ C. Robert Henrikson
_____________________________________
Name: C. Robert Henrikson
Title: Chairman and Chief Executive
Officer
Each person whose signature appears below hereby authorizes and appoints
C. Robert Henrikson, James L. Lipscomb and Anthony J. Williamson, 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 any of such 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.
NAME TITLE DATE
/s/ C. Robert Henrikson Chairman, December 12, 2006
____________________________ Chief Executive Officer and
C. Robert Henrikson Director
/s/ Curtis H. Barnette
____________________________ Director December 12, 2006
Curtis H. Barnette
/s/ Burton A. Dole, Jr.
____________________________ Director December 12, 2006
Burton A. Dole, Jr.
3
NAME TITLE DATE
____________________________ Director December 12, 2006
Cheryl W. Grise
____________________________ Director December 12, 2006
James R. Houghton
____________________________ Director December 12, 2006
Harry P. Kamen
/s/ Helene L. Kaplan
____________________________ Director December 12, 2006
Helene L. Kaplan
/s/ John M. Keane
____________________________ Director December 12, 2006
John M. Keane
/s/ James M. Kilts
____________________________ Director December 12, 2006
James M. Kilts
/s/ Charles M. Leighton
____________________________ Director December 12, 2006
Charles M. Leighton
/s/ Sylvia M. Mathews
____________________________ Director December 12, 2006
Sylvia M. Mathews
/s/ Hugh B. Price
____________________________ Director December 12, 2006
Hugh B. Price
/s/ Kenton J. Sicchitano
____________________________ Director December 12, 2006
Kenton J. Sicchitano
4
NAME TITLE DATE
/s/ William C. Steere, Jr.
____________________________ Director December 12, 2006
William C. Steere, Jr.
/s/ William J. Wheeler
____________________________ Principal Financial Officer December 12, 2006
William J. Wheeler
/s/ Joseph J. Prochaska
____________________________ Principal Accounting Officer December 12, 2006
Joseph J. Prochaska
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the registrant, regarding the legality of the securities registered
hereunder.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the registrant (included in Exhibit 5).
24 Power of Attorney (included on the signature page to this Post-
Effective Amendment No. 1 to Registration Statement).
6