<PAGE>
As filed with the Securities and Exchange Commission on May 12, 2000
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 COMPANIES INC.
AMENDED AND RESTATED
LONG TERM INCENTIVE AND STOCK OPTION PLAN
(Full titles of the plan)
Z. Jill Barclift, Esq.
Executive Vice President, Secretary and General Counsel
Metris Companies Inc.
600 South Highway 169, Suite 1800
St. Louis Park, Minnesota 55426
(Name and address of agent for service)
(952) 525-5020
(Telephone number, including area code, of agent for service)
Copy to:
Elizabeth C. Hinck, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Title of securities to be Amount to be Offering price per Aggregate offering Registration
registered registered share(1) price fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value, to be
issued pursuant to the Plan 2,000,000 shares $ 34,25 $ 68,500,000 $ 18,084 (1)
- ------------------------------------------------------------------------------------------------------------
</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 the New York Stock Exchange on May 5,
2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
Pursuant to Section E of the General Instructions to Form S-8, the contents of
the Registration Statements on Form S-8, SEC File No. 333-42961, filed with the
Securities and Exchange Commission on December 22, 1997, and SEC File No.
333-52627, filed with the Securities and Exchange Commission on May 14, 1998 are
incorporated herein by reference.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation of Registrant, as
amended (incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 8-A, dated April 26, 1999,
Registration No. 1-12351).
4.2 Amended and Restated Bylaws of Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
filed on August 13, 1999, Registration No. 1-12351).
4.3 Form of Common Stock Certificate of Registrant (incorporated by
reference to Exhibit 4.3 to the Registrant's Registration Statement
on Form S-8, dated December 1, 1999, Registration No. 333-91917).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney.
1
<PAGE>
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 May 12, 2000.
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 May 12, 2000
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Ronald N. Zebeck
President, Chief Executive Officer and
Director
(Principal Executive Officer)
By /s/ David D. Wesselink May 12, 2000
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David D. Wesselink
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
By /s/ Jeffrey D. Grosklags May 12, 2000
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Jeffrey D. Grosklags
Vice President, Assistant Secretary
(Principal Accounting Officer)
By *
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Lee R. Anderson, Sr.
Director
By *
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John A. Cleary
Director
By *
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Walter M. Hoff
Director
By *
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Derek V. Smith
Director
By *
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Edward B. Speno
Director
II-1
<PAGE>
By *
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Frank D. Trestman
Director
By *
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C. Hunter Boll
Director
By *
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Thomas M. Hagerty
Director
By *
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David V. Harkins
Director
By *
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Thomas H. Lee
Director
* By /s/ Z. Jill Barclift May 12, 2000
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Z. Jill Barclift, Esq. or David D. Wesselink
Attorney-in-Fact
II-2
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation of Registrant, as
amended (incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form 8-A, dated April 26, 1999,
Registration No. 1-12351).
4.2 Amended and Restated Bylaws of Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
filed on August 13, 1999, Registration No. 1-12351).
4.3 Form of Common Stock Certificate of Registrant (incorporated by
reference to Exhibit 4.3 to the Registrant's Registration Statement
on Form S-8, dated December 1, 1999, Registration No. 333-91917).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney.
<PAGE>
Exhibit 5.1
May 12, 2000
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 2,000,000
shares of Common Stock, $.01 par value per share, of the Company (the "Shares"),
issuable pursuant to awards granted under the Company's Amended and Restated
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 Delaware
General Corporation Law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dorsey & Whitney LLP
ECH
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED 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 LLP
KPMG LLP
Minneapolis, Minnesota
May 12, 2000
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Z. Jill Barclift, Esq. and
David D. Wesselink 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, with respect to 2,000,000 shares of Common Stock of Metris Companies Inc.
for issuance under the Metris Companies Inc. Amended and Restated Long Term
Incentive and Stock Option 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
--------- ----
By /s/ Lee R. Anderson May 12, 2000
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Lee R. Anderson
Director
By /s/ John A. Cleary May 12, 2000
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John A. Cleary
Director
By /s/ Walter M. Hoff May 12, 2000
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Walter M. Hoff
Director
By /s/ Derek V. Smith May 12, 2000
---------------------------------------------------
Derek V. Smith
Director
By /s/ Edward B. Speno May 12, 2000
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Edward B. Speno
Director
By /s/ Frank D. Trestman May 12, 2000
---------------------------------------------------
Frank D. Trestman
Director
By /s/ C. Hunter Boll May 12, 2000
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C. Hunter Boll
Director
<PAGE>
By /s/ Thomas M. Hagerty May 12, 2000
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Thomas M. Hagerty
Director
By /s/ David V. Harkins May 12, 2000
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David V. Harkins
Director
By /s/ Thomas H. Lee May 12, 2000
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Thomas H. Lee
Director
