As filed with the Securities and Exchange Commission on December 15, 2006
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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METLIFE, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-4075851
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211
METLIFE SENIOR PARTNERS DEFERRED COMPENSATION PLAN
(Full title of the plan)
James L. Lipscomb, Esq.
Executive Vice President and General Counsel
MetLife, Inc.
200 Park Avenue
Floor 1200
New York, New York 10166-0188
(212) 578-2211
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE(2) REGISTRATION FEE
Obligations Under $12,000,000 100% $12,000,000 $1,284.00
MetLife Senior Partners
Deferred
Compensation Plan
(1) The Obligations Under the MetLife Senior Partners Deferred Compensation
Plan (the "Obligations") are unsecured general obligations of MetLife,
Inc. to pay deferred compensation in accordance with the terms of the
MetLife Senior Partners Deferred Compensation Plan.
(2) Estimated solely for the purpose of determining the registration fee.
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: the
Company's Annual Report on Form 10-K for the year ended December 31, 2005; the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006,
June 30, 2006 and September 30, 2006; and the Company's current reports on Form
8-K filed on January 10, 2006, January 20, 2006, February 9, 2006, February 22,
2006, March 24, 2006, April 27, 2006, June 1, 2006, July 7, 2006, July 20, 2006,
July 31, 2006, August 15, 2006, September 12, 2006, October 23, 2006, October
30, 2006, November 20, 2006, December 6, 2006 and December 14, 2006.
All documents filed by the Company subsequent to the date hereof pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement as so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Under the MetLife Senior Partners Deferred Compensation Plan (the "Plan"),
the Company will provide eligible participants the opportunity to agree to the
deferral of all or a portion of their compensation. The obligations of the
Company under the Plan (the "Obligations") will be unsecured general
obligations of the Company to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank equal in right of payment
to other unsecured and unsubordinated indebtedness of the Company from time
to time outstanding.
The Plan is administered by a Plan Administrator. The Plan Administrator
may amend, suspend or terminate the Plan at any time, except that no such
amendment, suspension or termination shall reduce the amount of the deferred
accounts of a participant as of the date of such amendment, suspension or
termination.
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.
The amount of compensation to be deferred by each participant will be
determined in accordance with the Plan based on elections by each participant.
Each Obligation will be payable
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beginning on a date selected by each participant in accordance with the terms of
the Plan, except as otherwise determined under the Plan. The Obligations will be
denominated and be payable in United States dollars.
A participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution. Payments due after the
death of the participant are made to the beneficiary designated by the
participant under the Plan, or if there has been no designation, to
the participant's estate.
The value of a participant's deferred compensation account will be
adjusted to reflect the simulated investment performance of one or more
investment funds offered under the Plan (the "Investment Tracking Funds") and
selected by the participant for such purposes in the deferral election. The
simulated investment performance will be on a total return basis, giving effect
to increases or decreases in value of the selected Investment Tracking Funds
plus dividends, if any, on a reinvested basis.
The primary source of the Company's liquidity is dividends it receives
from its insurance subsidiaries. The Company's insurance subsidiaries are
subject to regulatory restrictions on the payment of dividends imposed by the
regulators of their respective domiciles. The dividend limitation for U.S.
insurance subsidiaries is based on the surplus to policyholders as of the
immediately preceding calendar year and statutory net gain from operations for
the immediately preceding calendar year. Statutory accounting practices, as
prescribed by insurance regulators of various states in which the Company
conducts business, differ in certain respects from accounting principles used in
financial statements prepared in conformity with GAAP. The significant
differences relate to the treatment of deferred policy acquisition costs,
certain deferred income taxes, required investment reserves, reserve calculation
assumptions, goodwill and surplus notes.
The maximum amount of dividends which can be paid to the Company by
subsidiaries Metropolitan Life, MetLife Insurance Company of Connecticut
("MICC", formerly The Travelers Insurance Company), Metropolitan Property and
Casualty Insurance Company and Metropolitan Tower Life Insurance Company
("MTL"), in 2006, without prior regulatory approval, is $863 million, $0
million, $178 million and $85 million, respectively. In the third quarter of
2006, after receiving regulatory approval from the Connecticut Commissioner of
Insurance, MICC paid a $917 million dividend to the Company. MetLife Mexico S.A.
also paid $116 million in dividends to the Company. During the nine months ended
September 30, 2006, no other subsidiaries paid dividends to the Company. During
the fourth quarter, the Company's subsidiary, MTL, closed on the sale of Peter
Cooper Village and Stuyvesant Town properties located in Manhattan, New York. A
portion of such proceeds, approximately $2.3 billion, was dividended to the
Company for general corporate uses.
Liquidity is also provided by a variety of both short-term and long-term
instruments, commercial paper, medium- and long-term debt, capital securities
and stockholders' equity. The diversity of the Company's funding sources
enhances funding flexibility and limits dependence on any one source of funds
and generally lowers the cost of funds. Other sources of the Company's liquidity
include programs for short- and long-term borrowing, as needed.
The Company is subject to risk-based and leverage capital guidelines
issued by the federal banking regulatory agencies for banks and financial
holding companies. The federal banking regulatory agencies are required by law
to take specific prompt corrective actions with respect to institutions that do
not meet minimum capital standards.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Obligations will be passed upon for the Company by
Richard S. Collins, Esq., Chief Counsel - General Corporate of the Company. Mr.
Collins owns shares of the Company's common stock.
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 the Company's 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.
The Company has in force and effect policies insuring its 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 MetLife Senior Partners Deferred Compensation Plan.
5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company, regarding the legality of the securities registered
hereunder.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company (included in Exhibit 5).
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 to:
(i) include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) reflect in the prospectus any facts or events arising after the
effective date of this 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) 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;
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 Registrant 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 herein, 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 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 Section 15(d) of the
Securities Exchange Act of 1934, (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 herein, 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
Registrant pursuant to the indemnification provisions summarized in Item 6 of
this Registration Statement 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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 New York, State of New York, on this 12th day of
December, 2006.
METLIFE, INC.
By: /s/ C. Robert Henrikson
-----------------------------------
Name: C. Robert Henrikson
Title: Chairman and Chief Executive
Officer
Each person whose signature appears below hereby authorizes and appoints
C. Robert Henrikson, James L. Lipscomb, Anthony J. Williamson or any of them,
as such person's attorney-in-fact and agent, with full power of substitution and
resubstitution, to sign and file on such person's behalf individually and in
each capacity stated below (i) 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, and (ii) any and all other instruments which any of such
attorneys-in-fact and agents deems necessary or advisable to comply with the
Securities Act of 1933, the rules, regulations and requirements of the
Securities and Exchange Commission and Blue Sky or other state securities laws
and regulations, as fully as such person could do in person, hereby verifying
and confirming all that such attorneys-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, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
NAME TITLE DATE
/s/ C. Robert Henrikson
----------------------------------- Chairman, December 12, 2006
C. Robert Henrikson Chief Executive Officer and
Director
/s/ Curtis H. Barnette
----------------------------------- Director December 12, 2006
Curtis H. Barnette
/s/ Burton A. Dole, Jr.
----------------------------------- Director December 12, 2006
Burton A. Dole, Jr.
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NAME TITLE DATE
___________________________________ Director December 12, 2006
Cheryl W. Grise
___________________________________ Director December 12, 2006
James R. Houghton
___________________________________ Director December 12, 2006
Harry P. Kamen
/s/ Helene L. Kaplan
___________________________________ Director December 12, 2006
Helene L. Kaplan
/s/ James M. Kilts
___________________________________ Director December 12, 2006
James M. Kilts
/s/ John M. Keane
___________________________________ Director December 12, 2006
John M. Keane
/s/ Charles M. Leighton
___________________________________ Director December 12, 2006
Charles M. Leighton
/s/ Sylvia M. Mathews
___________________________________ Director December 12, 2006
Sylvia M. Mathews
/s/ Hugh B. Price
___________________________________ Director December 12, 2006
Hugh B. Price
/s/ Kenton J. Sicchitano
___________________________________ Director December 12, 2006
Kenton J. Sicchitano
NAME TITLE DATE
/s/ William C. Steere, Jr.
___________________________________ Director December 12, 2006
William C. Steere, Jr.
/s/ William J. Wheeler
___________________________________ Principal Financial Officer December 12, 2006
William J. Wheeler
/s/ Joseph J. Prochaska
___________________________________ Principal Accounting Officer December 12, 2006
Joseph J. Prochaska
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 MetLife Senior Partners Deferred Compensation Plan.
5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company, regarding the legality of the securities registered
hereunder.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Richard S. Collins, Esq., Chief Counsel-General Corporate
of the Company (included in Exhibit 5).
24 Power of Attorney (included on the signature page to this
Registration Statement).
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