As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
METRIS COMPANIES INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1849591
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 South Highway 169, Suite 1800
St. Louis Park, Minnesota 55426
(Address of Principal Executive Offices) (Zip Code)
METRIS COMPANIES INC.
LONG-TERM INCENTIVE AND STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Z. Jill Barclift J. Andrew Herring, Esq.
Metris Companies Inc. Dorsey & Whitney LLP
600 South Highway 169, Suite 1800 Pillsbury Center South
St. Louis Park, Minnesota 55426 220 South Sixth Street
(Name and address of agent for service) Minneapolis, Minnesota 55402
(612) 525-5020
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share (1) price fee
<S> <C> <S> <C> <S> <C> <S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value, to be 1,860,000 shares $ 30.75 $ 58,357,500.00 $ 17,215.46
issued pursuant to the Company's Long-
Term Incentive and Stock Option Plan
</TABLE>
(1) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(c) and
based on the average of the high and low prices for shares of
the registrant's Common Stock on NASDAQ National Market System
on December 19, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed by Metris
Companies Inc. (the "Company") with the Securities and Exchange
Commission are incorporated by reference in this Registration
Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997, and
September 30, 1997;
(c) The Company's Current Reports on Form 8-K dated
October 15, 1997 and November 7, 1997; and
(d) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A, dated October 23, 1996, and any amendment or
reports filed for the purpose of updating such
description filed subsequent to the date of this
Prospectus and prior to the termination of the offering
described herein.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The description of the Company's capital stock to be offered
pursuant to this Registration Statement has been incorporated by
reference into this Registration Statement as described in Item 3
of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware provides that under certain circumstances a corporation
may indemnify any person who is a party, or is threatened to be
made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or
was serving at its request in such capacity in another
corporation or business association, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
The Certificate and Bylaws of the Company provide that (a)
the Company shall indemnify to the full extent permitted by law
any person made, or threatened to be made, a party to any action,
suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that he or she is or was a
director, officer or employee of the Company serving at its
request as a director, officer, employee, trustee or agent of
another enterprise and (b) the Company shall pay the expenses,
including attorney's fees, incurred by a director or officer in
defending or investigating a threatened or pending action, suit
or proceeding, in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such director or officer to repay such amount by the
Company. The Certificate of Incorporation also provides that, to
the extent permitted by law, the directors of the Company shall
have no liability to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director.
Officers and Directors of the Company are insured under a
standard officers' and directors' liability insurance policy
maintained by Fingerhut Companies, Inc., which owns over 80% of
the Common Stock of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.a to
the Company's Registration Statement on Form S-1,
Registration No. 333-10831).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.b to the Company's Registration Statement on Form S-
1, Registration No. 333-10831).
4.3 Metris Companies Inc. Long-Term Incentive and Stock Option
Plan (incorporated by reference to Exhibit 10.h to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP Independent Public Accountants.
24.1 Power of Attorney.
ITEM 9. UNDERTAKINGS
A. Post-Effective Amendments
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To 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 the 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) under the Securities
Act of 1933 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 the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) of
this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and 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 the registration
statement.
(2) That, for the purpose of determining 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 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. Subsequent Documents Incorporated by Reference
The 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 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 the 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. Claims for Indemnification
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
foregoing provisions, 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.
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 St. Louis Park, State of Minnesota, on December
22, 1997.
METRIS COMPANIES INC.
By /s/ Ronald N. Zebeck
Ronald N. Zebeck
President, Chief Executive
Officer and Director
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 dates indicated.
By /s/ Ronald N. Zebeck Dated: December 22, 1997
Ronald N. Zebeck
President, Chief Executive Officer and Director
(Principal Executive Officer)
By /s/ Robert W. Oberrender Dated: December 22, 1997
Robert W. Oberrender
Vice President and Chief Financial Officer
(Principal Financial Officer)
By /s/ Jean C. Benson Dated: December 22, 1997
Jean C. Benson
Director of Finance and Corporate Controller
(Principal Accounting Officer)
By________________*______________
Theodore Deikel
Chairman of the Board of Directors
By________________*______________
Dudley C. Mecum
Director
By________________*______________
Michael P. Sherman
Director
By________________*______________
Frank D. Trestman
Director
By________________*______________
Derek V. Smith
Director
By________________*______________
Lee R. Anderson
Director
* By /s/ Ronald N. Zebeck Dated: December 22, 1997
Ronald N. Zebeck
Attorney-in-Fact
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.a to
the Company's Registration Statement on Form S-1,
Registration No. 333-10831).
4.2 Bylaws of the Company (incorporated by reference to Exhibit
3.b to the Company's Registration Statement on Form S-
1, Registration No. 333-10831).
4.3 Metris Companies Inc. Long-Term Incentive and Stock Option
Plan (incorporated by reference to Exhibit 10.h to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP Independent Public Accountants.
24.1 Power of Attorney.
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Metris Companies Inc.:
We consent to the use of our report incorporated herein by
reference in the Registration Statement.
/s/ KPMG Peat Marwick
LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 17, 1997
Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
December 18, 1997
Metris Companies Inc.
600 South Highway 169
Suite 1800
St. Louis Park, MN 55426
Ladies and Gentlemen:
We have acted as counsel to Metris Companies Inc., a
Delaware corporation (the "Company"), in connection with a
Registration Statement on Form S-8 relating to the sale by
the Company from time to time of up to 1,860,000 shares of
Common Stock, $.01 par value per share, of the Company (the
"Shares"), issuable pursuant to awards granted under the
Company's Long-Term Incentive and Stock Option Plan (the
"Plan").
We have examined such documents and have reviewed such
questions of law as we have considered necessary and
appropriate for the purposes of the opinions set forth
below.
In rendering our opinions set forth below, we have
assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the
conformity to authentic originals of all documents submitted
to us as copies. We have also assumed the legal capacity
for all purposes relevant hereto of all natural persons and,
with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties
had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements
or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or
otherwise), executed and delivered by such parties and that
such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon
certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and, upon issuance,
delivery and payment therefor in accordance with the terms
of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of
the State of Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
JAH
