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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Metris Companies Inc.
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(Exact name of registrant as specified in its charter)
Delaware 41-1849591
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(State of incorporation or organization) (IRS employer
identification no.)
600 South Highway 169
Suite 1800
St. Louis Park, Minnesota 55426
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, The Nasdaq Stock Market's
par value $.01 per share National Market
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
A description of the Common Stock of Metris
Companies Inc. (the "Company") is incorporated by
reference from page 75 of Amendment No. 3 to the
Company's Registration Statement on Form S-1
(Registration No. 333-10831).
ITEM 2. EXHIBITS.
1. -- All exhibits required by Instruction II
to Item 2 will be supplied to The Nasdaq
Stock Market's National Market
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
REGISTRANT: Metris Companies Inc.
DATE: October 23, 1996
By: /s/ Michael P. Sherman
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Michael P. Sherman
General Counsel and Secretary
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October 23, 1996
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Application for Registration of Securities on Form 8-A
Ladies and Gentleman:
On behalf of Metris Companies Inc. (the "Company"), I attach for filing
an Application for Registration of Securities on Form 8-A (the "Registration
Statement on Form 8-A"). The Registration Statement on Form 8-A relates to the
registration, pursuant to Section 12(b) of the Securities Exchange Act of 1934
(the "Exchange Act"), of the Company's Common Stock (the "Common Stock"), for
which a Registration Statement on Form S-1 (Registration No. 333-10831) was
filed on August 26, 1996, as amended by Amendment No. 1 filed on October 7,
1996, Amendment No. 2 filed on October 15, 1996, and Amendment No. 3 filed on
October 23, 1996 (the "Registration Statement on Form S-1"), in connection with
a proposed initial public offering of up to 2,833,333 shares of Common Stock of
the Company.
Please consider this a request that the registration of the Company's
Common Stock under the Exchange Act pursuant to the Registration Statement on
Form 8-A be declared effective simultaneously with the effectiveness of the
registration of the Company's Common Stock under the Securities Act of 1933
pursuant to the Registration Statement on Form S-1. I presently expect to send
you a request for acceleration with respect to both this Registration Statement
on Form 8-A and the Registration Statement on Form S-1 tomorrowing requesting
effectiveness on October 24, 1996.
If you have any questions concerning the foregoing, please contact the
undersigned at 612-932-3585.
Very truly yours,
/s/ Michael P. Sherman
Michael P. Sherman
