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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2000
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
METLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 13-4075851
(STATE OR OTHER JURISDICTION OF ONE MADISON AVENUE (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) NEW YORK, NEW YORK 10010-3690 IDENTIFICATION NO.)
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF
METROPOLITAN LIFE AND PARTICIPATING AFFILIATES
(FULL TITLE OF THE PLAN)
GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NY 10010-3690
(212) 578-2211
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------- ---------- ------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
COMMON STOCK ($.01 41,000,000 $17.41 $713,810,000 $188,446
PAR VALUE SHARES
PER SHARE) (2)
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IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF
INTERESTS TO BE OFFERED OR SOLD PURSUANT TO THE SAVINGS AND INVESTMENT PLAN FOR
EMPLOYEES OF METROPOLITAN LIFE AND PARTICIPATING AFFILIATES.
(1) ESTIMATED, IN ACCORDANCE WITH RULE 457(h) UNDER THE SECURITIES ACT OF
1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE. THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS
BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF METLIFE, INC. COMMON
STOCK REPORTED BY THE NEW YORK STOCK EXCHANGE ON MAY 10, 2000, WHICH IS
WITHIN FIVE (5) BUSINESS DAYS PRIOR TO THE DATE OF THIS REGISTRATION
STATEMENT.
(2) EACH SHARE OF COMMON STOCK INCLUDES A SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK PURCHASE RIGHT ISSUED PURSUANT TO THE STOCKHOLDER
RIGHTS AGREEMENT.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by MetLife, Inc. (the
"Company") are incorporated herein by reference and made a part hereof:
(a) The Company's prospectus, dated April 4, 2000, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the "Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999; and
(c) The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A (File No. 001-15787),
filed with the Commission on March 31, 2000, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), 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 in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's directors and officers may be indemnified against
liabilities, fines, penalties and claims imposed upon or asserted against them
as provided in the Delaware General Corporation Law and the Company's Amended
and Restated Certificate of Incorporation and Amended and Restated By-Laws. Such
indemnification covers all costs and expenses incurred by a director or officer
in his capacity as such. The Board of Directors, by a majority vote of a quorum
of disinterested directors or, under certain circumstances, independent counsel
appointed by the Board of Directors, must determine that the director or officer
seeking indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Delaware General Corporation Law
and our Amended and Restated Certificate of Incorporation may, under certain
circumstances, eliminate the liability of directors and officers in a
stockholder or derivative proceeding.
If the person involved is not a director or officer of the Company, the
Board of Directors may cause the Company to indemnify, to the same extent
allowed for the Company's directors and officers, such person who was or is a
party to a proceeding by reason of the fact that he is or was the Company's
employee or agent, or is or was serving at the Company's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
We have in force and effect policies insuring our directors and
officers against losses which they or any of them will become legally obligated
to pay by reason of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the directors and
officers in the discharge of their duties, individually or collectively, or any
matter claimed against them solely by reason of their being directors or
officers. Such coverage is limited by the specific terms and provisions of the
insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Number Description
-------------- -----------
4.1 Amended and Restated Certificate of Incorporation of MetLife,
Inc. (incorporated herein by reference to Exhibit 3.1 of the
Company's Registration Statement on Form S-1, File No.
333-91517)
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4.2 Amended and Restated By-Laws of MetLife, Inc. (incorporated
herein by reference to Exhibit 3.2 of the Company's
Registration Statement on Form S-1, File No. 333-91517)
4.3 Form of Certificate of Common Stock, par value $0.01 per share
(incorporated herein by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-1, File No.
333-91517)
4.4 Stockholder Rights Agreement (incorporated herein by reference
to Exhibit 10.6 of the Company's Registration Statement on
Form S-1, File No. 333-91517)
23 Consent of Deloitte & Touche LLP
24 Power of Attorney (included on the signature page to this
Registration Statement)
ITEM 9. UNDERTAKINGS
A. The undersigned Company 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 this 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 this effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if
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 Company pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any 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 deemed to 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. The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(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 this 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
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the indemnification provisions summarized in Item 6 of this
Registration Statement or otherwise, the Company 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 Company 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
Each person whose signature appears below hereby authorizes and
appoints Robert H. Benmosche and Gary A. Beller, or any of them, as such
person's attorney-in-fact, with full power of substitution and resubstitution,
to sign and file on such person's behalf individually and in each capacity
stated below any and all amendments (including post-effective amendments) to
this registration statement and any subsequent registration statement filed by
MetLife, Inc. pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
as fully as such person could do in person, hereby verifying and confirming all
that such attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
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 New York, State of New York, on this 15th day of
May, 2000.
MetLife, Inc.
By: /s/ Robert H. Benmosche
--------------------------------
Name: Robert H. Benmosche
Title: Chairman, President 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 and on the date indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Robert H. Benmosche Chairman, President, Chief May 15, 2000
- ------------------------ Executive Officer and Director
Robert H. Benmosche
/s/ Curtis H. Barnette Director May 15, 2000
- ------------------------
Curtis H. Barnette
/s/ Gerald Clark Vice-Chairman, Chief Investment May 15, 2000
- ------------------------ Officer and Director
Gerald Clark
/s/ Joan Ganz Cooney Director May 15, 2000
- ------------------------
Joan Ganz Cooney
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Burton A. Dole, Jr. Director May 15, 2000
- -------------------------
Burton A. Dole, Jr.
/s/ James R. Houghton Director May 15, 2000
- -------------------------
James R. Houghton
/s/ Harry P. Kamen Director May 15, 2000
- -------------------------
Harry P. Kamen
/s/ Helene L. Kaplan Director May 15, 2000
- -------------------------
Helene L. Kaplan
/s/ Charles M. Leighton Director May 15, 2000
- -------------------------
Charles M. Leighton
/s/ Allen E. Murray Director May 15, 2000
- -------------------------
Allen E. Murray
/s/ Stewart G. Nagler May 15, 2000
- ------------------------- Vice-Chairman, Chief Financial
Stewart G. Nagler Officer and Director
/s/ John J. Phelan, Jr. Director May 15, 2000
- -------------------------
John J. Phelan, Jr.
/s/ Hugh B. Price Director May 15, 2000
- -------------------------
Hugh B. Price
/s/ Ruth J. Simmons Director May 15, 2000
- -------------------------
Ruth J. Simmons
/s/ William C. Steere, Jr. Director May 15, 2000
- -------------------------
William C. Steere, Jr.
/s/ Virginia M. Wilson Controller May 15, 2000
- -------------------------
Virginia M. Wilson
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Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on this 15th day of
May, 2000.
Savings and Investment Plan for Employees of
Metropolitan Life and Participating
Affiliates
By: /s/ James N. Heston
--------------------------
Name: James N. Heston
Title: Plan Adminstrator
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF METLIFE, INC.:
We consent to the incorporation by reference in this Registration Statement of
MetLife, Inc. on Form S-8 of our reports dated February 7, 2000 and February 11,
2000, relating to the consolidated financial statements of Metropolitan Life
Insurance Company and subsidiaries and the balance sheet of MetLife, Inc.
appearing in the MetLife, Inc. prospectus dated April 4, 2000 incorporated by
reference in the registration statement. We also consent to the reference to us
under the heading "Experts" in such prospectus.
Deloitte & Touche LLP
New York, New York
May 9, 2000
