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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(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) (I.R.S. Employer
Identification No.)
600 SOUTH HIGHWAY 169, SUITE 1800, ST. LOUIS PARK, MN 55426
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(Address of principal executive offices) (Zip Code)
Securities Act registration statement to which this form relates: NONE.
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IF THIS FORM RELATES TO THE IF THIS FORM RELATED TO THE
REGISTRATION OF A CLASS OF SECURITIES REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE PURSUANT TO SECTION 12(g) OF THE
EXCHANGE ACT AND IS EFFECTIVE UPON EXCHANGE ACT AND IS EFFECTIVE PURSUANT
FILING PURSUANT TO GENERAL INSTRUCTION TO GENERAL INSTRUCTION A(d) PLEASE
A(c) PLEASE CHECK THE FOLLOWING CHECK THE FOLLOWING BOX. [X]
BOX. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
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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.
On September 10, 1998, the Board of Directors (the "Board") of Metris
Companies Inc., a Delaware corporation (the "Company"), declared a dividend of
one preferred stock purchase right (a "Right") for each outstanding share of
Common Stock, $.01 par value (the "Common Stock"), of the Company. The dividend
is payable on September 25, 1998 (the "Record Date") to the holders of record of
the Common Stock at the Close of Business on such date. Each Right entitles the
holder thereof (except as described below) to purchase from the Company one
one-hundredth of a share of the Series A Junior Participating Preferred Stock,
$.01 par value (the "Preferred Shares"), of the Company at a price (the
"Purchase Price") of $250.00 per one one-hundredth of a Preferred Share, subject
to adjustment. The terms of the Rights are set forth in the Stockholders Rights
Agreement dated as of September 10, 1998 (the "Rights Agreement") between the
Company and Norwest Bank Minnesota, National Association, as Rights Agent (the
"Rights Agent"). Capitalized terms not defined herein have the respective
meanings specified in the Rights Agreement.
DISTRIBUTION DATE; TRANSFER OF RIGHTS.
Initially, the Rights associated with the Common Stock outstanding as
of the Record Date will be evidenced solely by the stock certificates for such
Common Stock, with a copy of the Summary of Rights constituting Exhibit C to the
Rights Agreement (the "Summary of Rights") attached thereto. The Rights will
separate from the Common Stock upon the earliest to occur of (i) 10 days after
the first public announcement that any Person has become an Acquiring Person (as
hereinafter defined), (ii) 10 days (or such other later date as may be
determined by the Board) after the commencement by any Person of a tender or
exchange offer if, upon the consummation thereof, such Person would be the
Beneficial Owner of 15% or more of the outstanding shares of Common Stock.
After the Distribution Date, the Rights will be evidenced solely by separate
certificates and will trade independently from the Common Stock.
An "Acquiring Person" is any Person who or which, together with its
Affiliates and Associates, has acquired 15% or more of the shares of Common
Stock then outstanding, but does not include the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of any such Subsidiary or
any person organized, appointed or established by the Company for or pursuant to
the terms of any such plan, program or arrangement.
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The Rights Agreement provides that, until the Distribution Date (or
the earlier redemption or expiration of the Rights), the Rights may be
transferred only with the associated shares of Common Stock. Until the
Distribution Date (or the earlier redemption or expiration of the Rights), stock
certificates for Common Stock issued after the Record Date, either upon transfer
of outstanding shares or original issuance of additional shares of Common Stock,
will contain a legend incorporating the Rights Agreement by reference. Until
the Distribution Date (or the earlier redemption or expiration of the Rights),
the surrender for transfer of any stock certificate for shares of Common Stock,
with or without such legend and whether or not a copy of the Summary of Rights
is attached thereto, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such stock certificate.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to the
holders of record of the Common Stock as of the Close of Business on the
Distribution Date, which thereafter will constitute the sole evidence of the
Rights. Each share of Common Stock issued by the Company after the Record Date
and prior to the earlier redemption or expiration of the Rights, will be
accompanied by a Right, and Rights Certificates evidencing such Rights will be
issued at the same time as the stock certificates for the associated shares of
Common Stock.
The Rights ARE NOT EXERCISABLE until the Distribution Date. Moreover,
the time when the Rights may be exercised is restricted as described in the next
paragraph. The Rights will expire on September 25, 2008 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below.
EXERCISE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES.
In the event that any Person becomes an Acquiring Person, proper
provision will be made so that the registered holder of each Right (other than
Rights Beneficially Owned as described in the next sentence) will thereafter
have the right to receive, upon exercise thereof, the number of shares of Common
Stock which, at the time of the occurrence of such event, will have a market
value equal to two times the then current Purchase Price. After the first
occurrence of the events described in the preceding sentence, all Rights which
are, or (under certain circumstances specified in the Rights Agreement) were,
Beneficially Owned by a Restricted Person or specified transferees therefrom
will be or become void. Under no circumstances may a Right be exercised after
the occurrence of such event unless the Company's right to redeem the Rights (as
described below) has expired.
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If, on or after the date on which any Person has become an Acquiring
Person, any of the following transactions occur: (i) the Company merges into or
consolidates with another Person (with limited exceptions); (ii) another Person
(with limited exceptions) merges into or consolidates with the Company and
shares of Common Stock of the Company are converted into securities of another
Person, cash or other property; or (iii) the Company transfers 50% or more of
its consolidated assets or earning power to another Person (with limited
exceptions); proper provision will be made so that the registered holder of each
Right (other than Rights which have become void) will thereafter have the right
(the "Flip-Over Right") to receive, upon exercise thereof, the number of shares
of common stock of the acquiror (or of another Person affiliated therewith)
which, at the time of consummation of such transaction, will have a market value
equal to two times the then current Purchase Price.
ADJUSTMENTS TO PURCHASE PRICE AND STOCK PURCHASABLE
UPON EXERCISE.
The Purchase Price payable, the number and kind of shares of capital
stock issuable upon exercise of the Rights and the number of Rights outstanding
are subject to adjustment from time to time to prevent dilution (i) in the event
of a dividend payable in Preferred Shares on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to the holders of
the Preferred Shares of certain options, warrants or rights to subscribe for or
purchase Preferred Shares at a price, or securities convertible into or
exchangeable for Preferred Shares with a conversion or exchange price, less than
the then Fair Market Value of the Preferred Shares or (iii) upon the
distribution to the holders of the Preferred Shares of cash, securities,
evidences of indebtedness or other property (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or options, warrants or
rights (other than those referred to in clause (ii) above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a dividend on the Common Stock
payable in shares of Common Stock or a subdivision or combination of the
Common Stock occurring, in any such case, prior to the Distribution Date.
With certain specified exceptions, no adjustment in the Purchase Price
will be made until the cumulative adjustments required equal at least 1% of the
Purchase Price. The Company is not required to issue fractional Preferred
Shares (other than fractions which are multiples of one one-hundredth of a
Preferred Share), but in lieu thereof the Company would be required to make a
cash payment based on the Fair Market Value of the Preferred
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Shares on the trading day immediately preceding the date of exercise.
TERMS OF PREFERRED SHARES.
The Preferred Shares receivable upon exercise of the Rights will not
be redeemable. Each Preferred Share will entitle the holder thereof to receive
a preferential quarterly dividend equal to the greater of (i) $.01 and (ii) 100
times the aggregate per share amount of all cash dividends, plus 100 times the
aggregate per share amount (payable in kind) of all non-cash dividends and other
distributions (other than in shares of Common Stock), declared on the Common
Stock during such quarter, adjusted to give effect to any dividend on the Common
Stock payable in shares of Common Stock or any subdivision or combination of the
Common Stock (a "Dilution Event"). Each Preferred Share will entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders of
the Company, voting together as a single class with the holders of the Common
Stock, adjusted to give effect to any Dilution Event. In the event of
liquidation of the Company, the holder of each Preferred Share will be entitled
to receive a preferential liquidation payment of $100.00, adjusted to give
effect to any Dilution Event, plus an amount equal to accrued and unpaid
dividends and distributions on such Preferred Share, whether or not declared, to
the date of such payment. In the event of any consolidation or other
transaction in which the outstanding shares of Common Stock of the Company are
exchanged for or changed into other securities, cash and/or other property, each
Preferred Share will be similarly exchanged or changed into 100 times the per
share amount applicable to the Common Stock, adjusted to give effect to any
Dilution Event.
Because of the nature of the dividend, voting, liquidation and other
rights accorded to each Preferred Share, the value of the one one-hundredth of a
Preferred Share receivable upon the exercise of each Right should approximate
the value of one share of Common Stock.
REDEMPTION OF RIGHTS.
At any time prior to the earlier of (i) 10 days after the first public
announcement that any Person has become an Acquiring Person or (ii) the final
expiration of the Rights, the Board may redeem the Rights in whole, but not in
part, at the redemption price of $.01 per Right, adjusted to reflect any stock
split, stock dividend or similar transaction (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board, in its sole discretion, may establish.
EXCHANGE OF RIGHTS.
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At any time after any Person has become an Acquiring Person and prior
to the time that any Person, together with its Affiliates and Associates, has
become the Beneficial Owner of 50% or more of the outstanding shares of Common
Stock, the Board may direct that all or any part of the outstanding Rights
(other than Rights which have become void) be exchanged for shares of Common
Stock at the exchange rate of one share of Common Stock per Right, adjusted to
give effect to any Dilution Event.
AMENDMENT OF THE RIGHTS AND THE RIGHTS AGREEMENT.
The Rights Agreement may be supplemented or amended by the Board,
without the approval of any holders of Rights; PROVIDED, HOWEVER, that after the
existence of an Acquiring Person, the Rights Agreement may not be amended in any
manner which would adversely affect the interests of the holders of the Rights.
The Rights Agreement expressly authorizes an amendment adjusting the triggering
thresholds to as low as 10% or as high as 20%.
MISCELLANEOUS.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed as an Exhibit to this
Registration Statement. A copy of the Rights Agreement is available free of
charge from the Company. The foregoing summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.
Item 2. EXHIBITS.
Exhibit
Number Description of Document
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1 Stockholders Rights Agreement dated as of September 10, 1998
between the Company and Norwest Bank Minnesota, National
Association, as Rights Agent, which includes the Form of the
Certificate of Designation of the Series A Junior Participating
Preferred Stock of the Company as EXHIBIT A, the Form of Rights
Certificate as EXHIBIT B and the Summary of Rights to Purchase
Shares of Series A Junior Participating Preferred Stock as
EXHIBIT C is incorporated herein by
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reference to Exhibit 4.1 to the Company's Report on Form 8-K
filed on September 24, 1998.
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SIGNATURE
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, thereunto duly authorized.
METRIS COMPANIES INC.
Date: September 24, 1998 By: /s/ Z. Jill Barclift
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Name: Z. Jill Barclift
Title: Vice President, General Counsel
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EXHIBIT INDEX
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Exhibit
Number Description of Document Page No.
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1 Stockholders Rights Agreement dated as of
September 10, 1998 between the Company and
Norwest Bank Minnesota, National Association,
as Rights Agent, which includes the Form of
the Certificate of Designation of the Series
A Junior Participating Preferred Stock of the
Company as EXHIBIT A, the Form of Rights
Certificate as EXHIBIT B and the Summary of
Rights to Purchase Shares of Series A Junior
Participating Preferred Stock as EXHIBIT C is
incorporated herein by reference to Exhibit 4.1
to the Company's Report on Form 8-K filed on
September 24, 1998.
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