As filed with the Securities and Exchange Commission on April 22, 2015
Registration No. 333-121344
UNITED STATES
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
200 Park Avenue
New York, New York 10166-0188
(Address of Principal Executive Offices) (Zip Code)
MetLife, Inc. 2005 Stock and Incentive Compensation Plan
and
MetLife, Inc. 2005 Non-Management Director Stock Compensation Plan
(Full title of the plans)
Ricardo A. Anzaldua, Esq.
Executive Vice President and General Counsel
MetLife, Inc.
200 Park Avenue
New York, New York 10166-0188
(212) 578-2211
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Explanatory Statement
MetLife, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to its Registration Statement on Form S-8 (File No. 333-121344) filed with the Securities and Exchange Commission on December 16, 2004 (the “2004 S-8”) to deregister the 19,666,167 shares of MetLife, Inc. common stock (“Shares”) registered under the 2004 S-8 for the MetLife, Inc. 2005 Stock and Incentive Compensation Plan and MetLife, Inc. 2005 Non-Management Director Stock Compensation Plan (the “Plans”) that were not covered by awards under the Plans as of December 31, 2014 (the “Uncovered Shares”). The Uncovered Shares were transferred to new Registration Statements on Form S-8 that were each filed on August 14, 2014. The Uncovered Shares are hereby deregistered from the 2004 S-8.
SIGNATURES
The Registrant. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 22nd day of April, 2015.
| METLIFE, INC. | ||||
| By: | /s/ Ricardo A. Anzaldua | |||
| Name: | Ricardo A. Anzaldua | |||
| Title: | Executive Vice President and General Counsel | |||
SIGNATURES FOR POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date indicated.
| NAME | TITLE | DATE | ||
| * |
Director | April 22, 2015 | ||
| Cheryl W. Grisé | ||||
| * |
Director | April 22, 2015 | ||
| Carlos M. Gutierrez | ||||
| * |
Director | April 22, 2015 | ||
| R. Glenn Hubbard | ||||
| * |
Director | April 22, 2015 | ||
| John M. Keane | ||||
| * |
Director | April 22, 2015 | ||
| Alfred F. Kelly, Jr. | ||||
| * |
Director | April 22, 2015 | ||
| Edward J. Kelly, III | ||||
| * |
Director | April 22, 2015 | ||
| William E. Kennard | ||||
| * |
Director | April 22, 2015 | ||
| James M. Kilts | ||||
| * |
Director | April 22, 2015 | ||
| Catherine R. Kinney | ||||
| * |
Director | April 22, 2015 | ||
| Denise M. Morrison | ||||
| NAME | TITLE | DATE | ||
| * |
Director | April 22, 2015 | ||
| Kenton J. Sicchitano | ||||
| * |
Director | April 22, 2015 | ||
| Lulu C. Wang | ||||
| /s/ Steven A. Kandarian Steven A. Kandarian |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
April 22, 2015 | ||
| /s/ John C. R. Hele |
Executive Vice President and | April 22, 2015 | ||
| John C. R. Hele | Chief Financial Officer (Principal Financial Officer) |
|||
| /s/ Peter M. Carlson |
Executive Vice President | April 22, 2015 | ||
| Peter M. Carlson | and Chief Accounting Officer (Principal Accounting Officer) |
|||
| * Pursuant to Power of Attorney: | ||||
| /s/ Ricardo A. Anzaldua |
Executive Vice President | April 22, 2015 | ||
| Ricardo A. Anzaldua | and General Counsel | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 24.1 | Powers of Attorney | |