As filed with the Securities and Exchange Commission on December 16, 2004
Registration No. 333-
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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 (I.R.S. employer identification no.)
incorporation or organization)
200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211
METLIFE, INC. 2005 STOCK AND INCENTIVE COMPENSATION PLAN
METLIFE, INC. 2005 NON-MANAGEMENT DIRECTOR STOCK 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(1) SHARE(2) PRICE(3) REGISTRATION FEE
----------------------- ------------- ------------------ ------------------ ----------------
Common Stock 70,000,000 shares $39.795 $2,785,650,000 $327,871.01
($.01 par value per
share)
(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 December 9, 2004, 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, 2003;
(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, 2003; 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 Company 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. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement as so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities which may be issued by the Registrant
pursuant to the MetLife, Inc. 2005 Stock and Incentive Compensation Plan and the
MetLife, Inc. 2005 Non-Management Director Stock Compensation Plan will be
passed upon for the Company by Richard S. Collins, Esq., Chief Counsel - General
Corporate of the Company. Mr. Collins will be eligible to participate in the
MetLife, Inc. 2005 Stock and Incentive Plan when it becomes effective.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company'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 Company'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 stockholders of the Company, the Board of
Directors, by a majority vote of a quorum of disinterested directors or by
determination of a committee of disinterested directors appointed by the Board,
or, under certain circumstances, independent counsel appointed by the Board of
Directors, must determine that the director or officer seeking indemnification
satisfied the applicable standard of conduct set forth in the Delaware General
Corporation Law and the Amended and Restated By-Laws of the Company. In
addition, the Delaware General Corporation Law and the Company'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 Company, the
Board of Directors may cause the Company to indemnify, to the same extent
allowed for the Company'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 Company's
employee or agent, or is or was serving at the Company's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other entity.
The Company 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.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of MetLife, Inc.
(incorporated by reference to Exhibit 3.1 to MetLife, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 2000 (the
"2000 10-K")).
4.2 Amended and Restated By-Laws of MetLife, Inc. (incorporated by
reference to Exhibit 3.2 to MetLife, Inc.'s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2004)
4.3 Form of Certificate for Common Stock, par value $0.01 per share
(incorporated by reference to Exhibit 4.1 to MetLife, Inc.'s
Registration Statement on Form S-1, File No. 333-91517).
4.4 Stockholder Rights Agreement (incorporated by reference to Exhibit
10.6 of the 2000 10-K).
4.5 MetLife, Inc. 2005 Stock and Incentive Compensation Plan
4.6 MetLife, Inc. 2005 Non- Management Director Stock Compensation Plan
5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company, 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 Company (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.
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, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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 16th day of
December, 2004.
METLIFE, INC.
By: /s/ Robert H. Benmosche
_________________________________
Name: Robert H. Benmosche
Title: Chairman and Chief Executive
Officer
Each person whose signature appears below hereby authorizes and appoints
Robert H. Benmosche, James L. Lipscomb, 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 either 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/ Robert H. Benmosche Chairman, December 16, 2004
______________________________ Chief Executive Officer and
Robert H. Benmosche Director
/s/ Curtis H. Barnette
______________________________ Director December 16, 2004
Curtis H. Barnette
______________________________ Director
Burton A. Dole, Jr.
NAME TITLE DATE
/s/ Cheryl W. Grise
______________________________ Director December 16, 2004
Cheryl W. Grise
/s/ James R. Houghton
______________________________ Director December 16, 2004
James R. Houghton
/s/ Harry P. Kamen
______________________________ Director December 16, 2004
Harry P. Kamen
/s/ Helene L. Kaplan
______________________________ Director December 16, 2004
Helene L. Kaplan
/s/ John M. Keane
______________________________ Director December 16, 2004
John M. Keane
/s/ Charles M. Leighton
______________________________ Director December 16, 2004
Charles M. Leighton
/s/ Sylvia M. Mathews
______________________________ Director December 16, 2004
Sylvia M. Mathews
/s/ Hugh B. Price
______________________________ Director December 16, 2004
Hugh B. Price
/s/ Kenton J. Sicchitano
______________________________ Director December 16, 2004
Kenton J. Sicchitano
NAME TITLE DATE
/s/ William C. Steere, Jr. Director December 16, 2004
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William C. Steere, Jr.
/s/ William J. Wheeler Principal Financial Officer December 16, 2004
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William J. Wheeler
/s/ Joseph J. Prochaska Principal Accounting Officer December 16, 2004
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Joseph J. Prochaska
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of MetLife, Inc.
(incorporated by reference to Exhibit 3.1 to MetLife, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 2000 (the
"2000 10-K")).
4.2 Amended and Restated By-Laws of MetLife, Inc. (incorporated by
reference to Exhibit 3.2 to MetLife, Inc.'s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2004)
4.3 Form of Certificate for Common Stock, par value $0.01 per share
(incorporated by reference to Exhibit 4.1 to MetLife, Inc.'s
Registration Statement on Form S-1, File No. 333-91517).
4.4 Stockholder Rights Agreement (incorporated by reference to Exhibit
10.6 of the 2000 10-K).
4.5 MetLife, Inc. 2005 Stock and Incentive Compensation Plan
4.6 MetLife, Inc. 2005 Non-Management Directors Stock Compensation Plan
5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company, 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 Company (included in Exhibit 5).
24 Power of Attorney (included on the signature page to this
Registration Statement).