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As filed with the Securities and Exchange Commission on December 6, 2000
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 of (I.R.S. Employer Identification
incorporation or organization) No.)
10900 Wayzata Boulevard
Minnetonka, Minnesota 55305
(Address of principal executive offices)
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METRIS COMPANIES INC. NON-QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Lorraine E. Waller, Esq.
Senior Vice President, General Counsel and Secretary
Metris Companies Inc.
10900 Wayzata Boulevard
Minnetonka, Minnesota 55305
(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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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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Title of securities to be registered Amount to Offering Aggregate
be price per offering Registration
registered/(1)/ share /(2)/ price /(2)/ fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value, to be 500,000
issued pursuant to the plan shares $23.6875 $11,843,750 $3,127
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</TABLE>
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Metris Companies Inc. Non-
Qualified Employee Stock Purchase Plan by reason of any stock dividend,
stock split or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the outstanding
shares of registrant's common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average high and low prices of
registrant's common stock, as reported on the NYSE on December 4, 2000.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Metris Companies Inc.
with the Securities and Exchange Commission, are incorporated by reference in
this Registration Statement:
(a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000.
(c) The description of our common stock contained in our Registration
Statement on Form 8-A as filed with the Commission on April 26, 1999 and any
amendment or report filed for the purpose of updating such description.
We also are incorporating by reference any future filings made by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 subsequent to the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers
a Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted
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without judicial approval if the officer or director is adjudged to be liable to
the corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.
In accordance with the DGCL, the Registrant's Amended and Restated
Certificate of Incorporation, as amended (the "Certificate"), contains a
provision to limit the personal liability of the directors of the Company for
violations of their fiduciary duty. This provision eliminates each director's
liability to the Registrant or its stockholders for monetary damages except to
the extent provided by the DGCL:
. for any breach of the director's duty of loyalty to the
Registrant or its stockholders:
. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
. under section 174 of the DGCL providing for liability of
directors for unlawful payment of dividends or unlawful stock
purchases or redemptions; or
. for any transaction from which a director derived an improper
benefit.
The effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any such actions involving gross negligence.
The Registrant's Certificate and Amended and Restated Bylaws provide
for indemnification of the Registrant's officers and directors to the fullest
extent permitted by applicable law. In addition, the Registrant maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Registrant cannot directly indemnify such officers
or directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.a to the Registrant's
Registration Statement on Form S-1, File No. 333-10831).
4.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-3, File No. 333-82007).
4.3 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-3, File No. 333-47066).
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4.4 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q filed on August 13, 1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (Contained in Exhibit 5.1).
24.1 Power of Attorney.
Item 9. Undertakings.
A. 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;
(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) 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 (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act, 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 deemed to be the initial
bona fide offering thereof;
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(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. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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. Insofar as indemnification for liabilities arising under the Securities Act
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 Commission, such indemnification is
against public policy as expressed in the Securities 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 other 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 Securities 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 Minnetonka, State of Minnesota, on December 6, 2000.
METRIS COMPANIES INC.
By /s/ Ronald N. Zebeck
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Ronald N. Zebeck
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 6, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Ronald N. Zebeck Chairman of the Board and Chief Executive
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Ronald N. Zebeck Officer (principal executive officer)
/s/ David D. Wesselink Vice Chairman (principal financial officer)
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David D. Wesselink
/s/ Jean C. Benson Executive Vice President, Controller
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Jean C. Benson (principal accounting officer)
* Director
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Lee R. Anderson, Sr.
* Director
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C. Hunter Boll
* Director
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John A. Cleary
Director
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Thomas M. Hagerty
</TABLE>
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<TABLE>
<CAPTION>
Signature Title
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<S> <C>
* Director
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David V. Harkins
* Director
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Walter M. Hoff
Director
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Thomas H. Lee
* Director
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Derek V. Smith
* Director
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Edward B. Speno
* Director
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Frank D. Trestman
*By: /s/ Lorraine E. Waller
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Lorraine E. Waller
Attorney-in-Fact
</TABLE>
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EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.a to the Registrant's
Registration Statement on Form S-1, File No. 333-10831).
4.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-3, File No. 333-82007).
4.3 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-3, File No. 333-47066).
4.4 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q filed August 13, 1999).
5.1 Opinion of Dorsey & Whitney LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Dorsey & Whitney LLP (Contained in Exhibit 5.1).
24.1 Power of Attorney.
