UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MetLife, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
13-4075851 |
|
|
|
(State of incorporation
|
|
(IRS Employer |
or organization)
|
|
Identification No.) |
|
|
|
200 Park Avenue |
|
|
New York, New York
|
|
10166-0188 |
|
|
|
(Address of principal executive
|
|
(Zip Code) |
offices) |
|
|
Securities to be registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Name of each exchange on which |
Title of each class to be so registered |
|
each class is to be registered |
Rights to Purchase Series A Junior
Participating Preferred Stock Purchase Price
with respect to Common Stock, par value $0.01
per Share
|
|
New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of
the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following
box. þ
If this form relates to the registration of a class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following
box. o
Securities Act registration statement file number to which this form relates: Not Applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
This Registration Statement on Form 8-A/A, Amendment No. 1, amends and restates the
Registration Statement on Form 8-A filed with the Securities and Exchange Commission on March 31,
2000, in order to incorporate the agreement included as Exhibit 2 hereto.
Item 1. Description of Registrants Securities to be Registered.
Rights to Purchase Series A Junior Participating Preferred Stock
On April 4, 2000, MetLife, Inc. (the Company) entered into a Rights Agreement (the Original
Rights Agreement) with ChaseMellon Shareholder Services, L.L.C. (now known as Mellon Investor
Services LLC), as Rights Agent. The description of the Original Rights Agreement and the Rights
(the Rights) to Purchase Series A Junior Participating Preferred Stock with respect to the
Companys Common Stock, par value $0.01 per share, appearing under the caption Description of
Capital Stock Stockholder Rights Plan in the Companys Registration Statement on Form S-3,
filed November 6, 2007 (File No. 333-147180), is incorporated herein by reference.
On March 7, 2010, the Company entered into a Stock Purchase Agreement (the Stock Purchase
Agreement) with ALICO Holdings LLC, a Delaware limited liability company (the Seller), and
American International Group, Inc., a Delaware corporation (AIG), pursuant to which the Company
agreed to acquire from the Seller all of the issued and outstanding capital stock of American Life
Insurance Company, a stock life insurance company domiciled in the State of Delaware, and
to acquire from AIG all of the issued and outstanding capital stock of Delaware American Life
Insurance Company, a stock life insurance company domiciled in the State of Delaware (the
Transaction), in consideration for, among other things, the issuance to the Seller of shares of common stock, convertible preferred stock and equity units.
Concurrently with entering into the Stock Purchase Agreement, the Company entered into an
amendment to the Original Rights Agreement with the Rights Agent (the Amendment and the Original Rights
Agreement, as amended by the Amendment, the Amended Rights Agreement), which provides that no
triggering event described in particular sections of the Amended Rights Agreement shall be deemed
to have occurred, that none of AIG, its direct or indirect wholly owned subsidiaries or the Seller shall be deemed to have become an Acquiring Person (as
defined in the Amended Rights Agreement), and that no holder of any Rights shall be entitled to
exercise the Rights under, or be entitled to any rights pursuant to, specified sections of, the
Amended Rights Agreement, by reason of the approval, execution, delivery or performance of the Stock Purchase
Agreement or the
consummation of any of the transactions contemplated by the Stock Purchase Agreement, including the
Transaction.
The Amended Rights Agreement is scheduled to expire at the close of business on April 4, 2010, and the Board of Directors does not currently intend to renew it.
This summary description of the Amended Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the Original Rights Agreement and the Amendment, which
are incorporated herein by reference.
Item 2. Exhibits.
|
1 |
|
Rights Agreement, dated as of April 4, 2000, between MetLife, Inc. and ChaseMellon Shareholder Services,
Inc. (currently known as Mellon Investor Services LLC), filed as Exhibit 10.6 to
MetLife, Inc.s Annual Report on Form 10-K for the year ended December 31, 2009, is
incorporated herein by reference. |
|
|
2 |
|
Amendment to Rights Agreement, dated as of March 7, 2010, between MetLife, Inc.
and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services,
L.L.C.). |
2