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