REGISTRATION STATEMENT NO. 333-201857
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
METLIFE INSURANCE COMPANY USA
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
06-0566090
(I.R.S. Employer Identification Number)
11225 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277
(800) 989-3752
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ERIC T. STEIGERWALT
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
METLIFE INSURANCE COMPANY USA
11225 NORTH COMMUNITY HOUSE ROAD, CHARLOTTE, NC 28277
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Diane E. Ambler, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006
N/A
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
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 [ ]
Accelerated filer [ ]
Non-accelerated filer [X] (Do not check if a smaller reporting company)
Smaller reporting company [ ]
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Form S-3 Registration Statement (File
No. 333-201857) clarifies that the initial filing of the Registration Statement
on February 4, 2015 which registered $600,000 of new securities was additionally
intended to carry forward unsold securities from the Form S-3 Registration
Statement (File No. 333-178885) initially filed by the registrant on January 5,
2012 in accordance with Rule 415(a)(6), and to comply with Rules 429, 415(a)(6)
and 457(p) in that regard. The securities were registered and any applicable
filing fee was paid in the original filing of this registration statement. No
additional securities are being registered in this Post-Effective Amendment
No. 2 and no fees are being paid herewith. The statements below are as intended
to have been included on the original Registration Statement to which this Post-
Effective Amendment No. 2 relates and include the legends that were
inadvertently omitted from that initial filing on February 4, 2015.
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE FEE(2)(3)
---------------------- ------------ ------------------ ------------------ ------------
Units of Interest
Under Fixed Annuity
Contract $ 600,000 Not applicable $ 600,000 $ 69.72
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1. Interests are sold on a dollar for dollar basis and not on the basis of a
price per share or unit.
2. Pursuant to Rule 457(p) under the Securities Act of 1933, the filing fee is
offset by the filing fee previously paid in connection with the Form S-3 (File
No. 333-191489), initially filed October 1, 2013, by Metropolitan Life Insurance
Company.
3. As discussed below, pursuant to Rule 415(a)(6) under the Securities Act, this
Registration Statement carries over $127,037,000 of unsold securities that were
previously registered on the Form S-3 registration statement (File No.
333-178885), initially filed January 5, 2012, by MetLife Insurance Company of
Connecticut (now known as MetLife Insurance Company USA). As a result, no filing
fee is currently due in connection with the securities being carried forward to
this Registration Statement.
This Registration Statement contains a combined prospectus under Rule 429 under
the Securities Act of 1933 which relates to the Form S-3 registration statement
(File No. 333-178885), initially filed January 5, 2012, by MetLife Insurance
Company of Connecticut (now known as MetLife Insurance Company USA). Upon
effectiveness, this Registration Statement, which is a new Registration
Statement, will also act as a post-effective amendment to such earlier
Registration Statement filed on January 5, 2012.
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered
pursuant to this Registration Statement include unsold securities previously
registered for sale pursuant to the registrant's registration statement on Form
S-3 (File No. 333-178885) initially filed by the registrant on January 5, 2012
(the "Prior Registration Statement"). The Prior Registration Statement
registered securities in the Units of Interest Under Fixed Annuity Contract of
the registrant with a maximum aggregate offering price of $400,000,000. The
remaining unsold securities (and associated filing fees paid) are being carried
forward to this Registration Statement.
PARTS I AND II
The entire contents of the Registration Statement on Form S-3 (File No. 333-
201857), as filed with the United States Securities and Exchange Commission
("SEC") on April 10, 2015 and Form 10-Q as filed with the SEC on November 12,
2015 are incorporated herein by reference and made a part of this Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized list of the estimated expenses to be incurred in
connection with the securities being offered:
Accountant's Fees and Expenses: $6,800
Legal Fees and Expenses: $2,400
Printing Expenses: $5,700
Registration Fee: $69.72
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As described in their respective governing documents, MetLife, Inc.(the
ultimate parent of the Depositor and MetLife Investors Distribution Company,
the Registrant's underwriter (the "Underwriter")) and the Depositor, each of
which is incorporated in the state of Delaware, shall indemnify any person who
is made or is threatened to be made a party to any civil or criminal suit, or
any administrative or investigative proceeding, by reason of that person's
service as a director, officer, or agent of the respective company, under
certain circumstances, against liabilities and expenses incurred by such person
(except, with respect to the Depositor, as described below regarding MetLife
Employees).
As described in its governing documents, the Underwriter, which is incorporated
in the state of Missouri, may indemnify, under certain circumstances, any
person who is made a party to any civil or criminal suit, or made a subject of
any administrative or investigative proceeding by reason of the fact that he is
or was a director, officer, or agent of the Underwriter. The Underwriter also
has such other and further powers of indemnification as are not inconsistent
with the laws of Missouri.
MetLife, Inc. also has adopted a policy to indemnify employees ("MetLife
Employees") of MetLife, Inc. or its affiliates ("MetLife"), including any
MetLife Employees serving as directors or officers of the Depositor or the
Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances,
indemnify MetLife Employees for losses and expenses incurred in connection with
legal actions threatened or brought against them as a result of their service
to MetLife. The policy excludes MetLife directors and others who are not
MetLife Employees, whose rights to indemnification, if any, are as described in
the charter, bylaws or other arrangement of the relevant company.
MetLife, Inc. also maintains a Directors and Officers Liability and Corporate
Reimbursement Insurance Policy under which the Registrant, the Depositor and
the Underwriter, as well as certain other subsidiaries of MetLife, are covered.
MetLife, Inc. also has secured a Financial Institutions Bond.
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
(A) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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1. Distribution and Principal Underwriting Agreement.
(Incorporated herein by reference to Exhibit 1 to the
Registration Statement on Form S-2, File No. 333-51804
filed December 14, 2000.)
1(a). Distribution and Principal Underwriting Agreement between
MetLife Insurance Company of Connecticut and MetLife
Investors Distribution Company (Incorporated herein by
reference to Exhibit 3(i)(a) to the Registration
Statement on Form N-4, File Nos. 333-200231/811-03365
filed April 8, 2009.)
2. Agreement and Plan of Merger dated as of October 20,
2006. (Incorporated herein by reference to Exhibit 1(a)
to the Registration Statement on Form S-1, File No. 333-
138472 filed on November 7, 2006.)
2(b). Resolution of Board of Directors of MetLife Insurance
Company of Connecticut (including Agreement and Plan of
Merger). (Incorporated herein by reference to Exhibit
1(b) to the Registration Statement on Form S-1, file
number 333-147912, filed on December 7, 2007.)
2(c). Resolution of Board of Directors of MetLife Insurance
Company of Connecticut (including Certificate of
Conversion, Certificate of Incorporation and Certificate
of Redomestication from Connecticut). (Incorporated
herein by reference to Exhibit 2(c) to the Registration
Statement on Form S-3, File No. 333-201857, filed on
February 4, 2015.)
4. Contracts. (Incorporated herein by reference to Exhibit 4
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-2, File No. 333-103909, filed
February 10, 2004.)
4(a). Company Name Change Endorsement. (Incorporated herein by
reference to Exhibit 4(c) to Post-Effective Amendment No.
14 to the Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4(a)(i). Company Name Change Endorsement (6-E120-14).
(Incorporated herein by reference to the Registration
Statement on Form S-3, File No. 333-201857, filed on
February 4, 2015.)
4(b). Roth 401 Endorsement. (Incorporated herein by reference
to Exhibit 4(d) to Post-Effective Amendment No. 14 to The
Travelers Fund ABD for Variable Annuities to the
Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4(c). Roth 403(b) Endorsement. (Incorporated herein by
reference to Exhibit 4(e) to Post-Effective Amendment No.
14 to The Travelers Fund ABD for Variable Annuities to
the Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4(d). Code Section 457(B) Rider For Eligible Plan of a
Governmental or a Tax-Exempt Employer. L-22466 8-07.
(Incorporated herein by reference to Exhibit 4(d) to the
Registration Statement on Form S-1, File No. 333-138473
filed on April 9, 2008.)
4(e). 401(a)/403(a) Plan Endorsement . L -22492 (5/11).
(Incorporated herein by reference to Exhibit 4(e) to the
Registration Statement on Form S-3, File No. 333-178885,
filed on April 6, 2012.)
EXHIBIT
NUMBER DESCRIPTION
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4(f) 457(b) Plan Endorsement. L-22493 (5/11). (Incorporated
herein by reference to Exhibit 4(f) to the Registration
Statement on Form S-3, File No. 333-178885, filed on
April 6, 2012.)
5. Opinion re legality. (Previously filed April 10, 2015.)
8. None.
12. None.
15. None.
23. Consent of Independent Registered Public Accounting Firm.
(Filed herewith.)
24. Powers of Attorney for Eric T. Steigerwalt, Gene L.
Lunman, Elizabeth M. Forget, Anant Bhalla and Peter M.
Carlson. (Filed herewith.)
25. None.
26. None.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512
of Regulation S-K:
1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price set represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement, and
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
6. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
7. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on December 7,
2015.
MetLife Insurance Company USA
(Registrant)
By: /s/ GREGORY E. ILLSON
---------------------------------------
Gregory E. Illson, Vice President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on December 7, 2015.
s/ *ERIC T. STEIGERWALT Chairman of the Board, President and Chief Executive
------------------------
Officer and a Director
(Eric T. Steigerwalt)
/s/ *GENE L. LUNMAN Director and Senior Vice President
------------------------
(Gene L. Lunman)
/s/ *ELIZABETH M. FORGET Director and Senior Vice President
------------------------
(Elizabeth M. Forget)
/s/ *ANANT BHALLA Senior Vice President and Chief Financial Officer
------------------------
(Anant Bhalla)
/s/ *PETER M. CARLSON Executive Vice President and Chief Accounting Officer
------------------------
(Peter M. Carlson)
*By: /s/ MICHELE H. ABATE
---------------------------------------
Michele H. Abate, Attorney-in-Fact
*MetLife Insurance Company USA. Executed by Michele H. Abate, Esquire on behalf
of those indicated pursuant to powers of attorney filed herewith.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23. Consent of Independent Registered Public Accounting Firm
24. Powers of Attorney