As filed with the Securities and Exchange Commission on September 8, 2014
Registration No. 333-162926
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 Premier Client Group Voluntary Deferred Compensation Plan
(Full title of the plan)
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. 333-162926) filed with the Securities and Exchange Commission on November 5, 2009 (the “2009 S-8”) to deregister all amounts registered under the 2009 S-8 for the MetLife Individual Distribution Sales Deferred Compensation Plan (since renamed the “MetLife Premier Client Group Voluntary Deferred Compensation Plan” (the “Plan”)) that were not covered by compensation deferred under the Plan as of August 14, 2014 (the “Uncovered Amounts”). The Uncovered Amounts were transferred to a new Registration Statement on Form S-8 that was filed on August 14, 2014. The Uncovered Amounts are hereby deregistered from the 2009 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 8th day of September, 2014.
| 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 | September 8, 2014 | ||
| Cheryl W. Grisé | ||||
| * |
Director | September 8, 2014 | ||
| Carlos M. Gutierrez | ||||
| * |
Director | September 8, 2014 | ||
| R. Glenn Hubbard | ||||
| * |
Director | September 8, 2014 | ||
| John M. Keane | ||||
| * |
Director | September 8, 2014 | ||
| Alfred F. Kelly, Jr. | ||||
| * |
Director | September 8, 2014 | ||
| William E. Kennard | ||||
| * |
Director | September 8, 2014 | ||
| James M. Kilts | ||||
| * |
Director | September 8, 2014 | ||
| Catherine R. Kinney | ||||
| * |
Director | September 8, 2014 | ||
| Denise M. Morrison | ||||
| NAME | TITLE | DATE | ||
| * |
Director | September 8, 2014 | ||
| Kenton J. Sicchitano | ||||
| * |
Director | September 8, 2014 | ||
| Lulu C. Wang | ||||
| /s/ Steven A. Kandarian Steven A. Kandarian |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
September 8, 2014 | ||
| /s/ John C. R. Hele |
Executive Vice President and | September 8, 2014 | ||
| John C. R. Hele | Chief Financial Officer (Principal Financial Officer) |
|||
| /s/ Peter M. Carlson |
Executive Vice President | September 8, 2014 | ||
| Peter M. Carlson | and Chief Accounting Officer (Principal Accounting Officer) |
|||
| * Pursuant to Power of Attorney: | ||||
| /s/ Ricardo A. Anzaldua |
Executive Vice President | September 8, 2014 | ||
| Ricardo A. Anzaldua | and General Counsel | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 24.1 | Powers of Attorney | |