-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O/5EgfzaKWUwVY9/kaQx3TEoEr7Q5EeBB42gsTL8+6x1YDMobU33SN7Lt1Tld5jb DkFJS89NvqHBfu+Pn3rRUw== 0000950123-06-015233.txt : 20061215 0000950123-06-015233.hdr.sgml : 20061215 20061215122553 ACCESSION NUMBER: 0000950123-06-015233 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-121343 FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 EFFECTIVENESS DATE: 20061215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-139380 FILM NUMBER: 061279489 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 S-8 1 y26795asv8.txt FORM S-8 As filed with the Securities and Exchange Commission on December 15, 2006 Registration No. 333-121343 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ 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 LEADERSHIP 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 $315,000,000 100% $315,000,000 $33,705 MetLife Leadership Deferred Compensation Plan
(1) The Obligations Under the MetLife Leadership Deferred Compensation Plan (the "Obligations") are unsecured general obligations of MetLife, Inc. to pay deferred compensation in accordance with the terms of the MetLife Leadership Deferred Compensation Plan. (2) Estimated solely for the purpose of determining the registration fee. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to Instruction E of Form S-8, this filing relates to the registration of additional securities of the same class as other securities for which a registration statement filed on this form relating to an employee benefit plan is effective. The contents of the registration statement on Form S-8 (File No. 333-121343) are hereby incorporated herein by reference. 1 ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate of the registrant, 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 registrant (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Post-Effective Amendment No. 1 to Registration Statement). 2
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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 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.
3
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/ John M. Keane ___________________________________ Director December 12, 2006 John M. Keane /s/ James M. Kilts ___________________________________ Director December 12, 2006 James M. Kilts /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
4
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
5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Richard S. Collins, Esq., Chief Counsel-General Corporate of the registrant, 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 registrant (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Registration Statement).
6 EX-5 2 y26795aexv5.txt EX-5: OPINION OF RICHARD S. COLLINS, ESQ. Exhibit 5 OPINION OF RICHARD S. COLLINS, ESQ. December 12, 2006 MetLife, Inc. 200 Park Avenue Floor 1200 New York, New York 10166-0188 Ladies and Gentlemen: I am Chief Counsel - General Corporate of MetLife, Inc., a Delaware corporation (the "Company"). I am familiar with Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-121343) (the "Registration Statement") to be filed under the Securities Act of 1933, as amended (the "Act"), relating to the MetLife Leadership Deferred Compensation Plan (the "Plan"). I or other in-house attorneys for the Company over whom I exercise general supervisory authority have reviewed such documents and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. Based upon and subject to the limitations, assumptions, qualifications and exceptions set forth herein, I am of the opinion that, when issued in accordance with the terms of the Plan, the deferred compensation obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles. I am a member of the bar of the State of New York and I do not express an opinion herein concerning any laws other than the laws of the United States of America and the General Corporation Law of the State of Delaware. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Richard S. Collins ________________________________ Name: Richard S. Collins Title: Chief Counsel - General Corporate EX-23.1 3 y26795aexv23w1.txt EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-121343 on Form S-8 of our reports dated February 28, 2006 relating to the consolidated financial statements and consolidated financial statement schedules of MetLife, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to changes in accounting for certain non-traditional long duration contracts and separate accounts and for embedded derivatives in certain insurance products as required by accounting guidance which became effective on January 1, 2004 and October 1, 2003, respectively) and to management's report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of MetLife, Inc. for the year ended December 31, 2005. DELOITTE & TOUCHE LLP New York, New York December 13, 2006 -----END PRIVACY-ENHANCED MESSAGE-----