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As filed with the Securities and Exchange Commission on December 17, 1997
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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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 RETIREMENT 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)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering registration
registered registered per share(1) price fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value, to be
issued pursuant to the Metris
Retirement Plan 40,000 shares $33.65625 $1,346,250.00 $397.15
Plan Interests (2) (2) (2) (2) (2)
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</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 15, 1997.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
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 Registration
Statement and prior to the termination of the offering described
herein.
All documents filed by the Company or by the Company's Retirement Plan (the
"Plan") 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.
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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 registrant 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
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4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.a to the Registrant'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 Registrant's Registration Statement on Form S-1, Registration
No. 333-10831).
23.1 Consent of KPMG Peat Marwick LLP Independent Public Accountants.
24.1 Power of Attorney.
The Company will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and has
made or will make all changes required by the IRS in order to qualify the plan.
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,
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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 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.
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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 St. Louis Park, State of Minnesota, on December 17,
1997.
METRIS COMPANIES INC.
By /s/ Ronald N. Zebeck
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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 17, 1997
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Ronald N. Zebeck
President, Chief Executive Officer
and Director
(Principal Executive Officer)
By /s/ Robert W. Oberrender Dated: December 17, 1997
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Robert W. Oberrender
Vice President and Chief Financial Officer
(Principal Financial Officer)
By /s/ Jean C. Benson Dated: December 17, 1997
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Jean C. Benson
Director of Finance and Corporate
Controller
(Principal Accounting Officer)
By
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Theodore Deikel
Chairman of the Board of Directors
By *
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Dudley C. Mecum
Director
By *
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Michael P. Sherman
Director
By *
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Frank D. Trestman
Director
By *
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Derek V. Smith
Director
By *
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Lee R. Anderson
Director
* By /s/ Ronald N. Zebeck Dated: December 17, 1997
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Ronald N. Zebeck
Attorney-in-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
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 17, 1997.
METRIS COMPANIES INC.
RETIREMENT PLAN
By: Metris Companies Inc.
By /s/ Ronald N. Zebeck
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Its: President, Chief Executive
Officer and Director
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.a to the Registrant'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 Registrant's Registration Statement on Form S-1, Registration
No. 333-10831).
23.1 Consent of KPMG Peat Marwick LLP Independent Public Accountants.
24.1 Power of Attorney.
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Exhibit 23.1
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
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Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Ronald N. Zebeck his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 of Metris Companies'
Retirement Plan (the "Plan"), with respect to shares of Common Stock of Metris
Companies Inc. to be issued under the Plan and any and all amendments thereto,
including post-effective amendments, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and any necessary state securities commissions or other
agencies, granting unto said attorney-in-fact and agent, full power and
authority to do and perform to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or the substitutes for such attorney-in-fact and
agent, duly lawfully do or cause to be done by virtue hereof.
Signature Date
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By Dated: December , 1997
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Theodore Deikel
Chairman of the Board of Directors
By /s/ Dudley C. Mecum Dated: December 16, 1997
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Dudley C. Mecum
Director
By /s/ Michael P. Sherman Dated: December 16, 1997
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Michael P. Sherman
Director
By /s/ Frank D. Trestman Dated: December 16, 1997
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Frank D. Trestman
Director
By /s/ Derek V. Smith Dated: December 16, 1997
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Derek V. Smith
Director
By /s/ Lee R. Anderson Dated: December 16, 1997
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Lee R. Anderson
Director
