-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jh02LxWvVG1+UIgxh7oFAcTXQ1JOldLe4Ic2/dWyGXQyNHt8krIAtlqJaYKdCLfD P3lcLcR0FJCfvG5zFma+5A== 0000898430-96-000108.txt : 19960116 0000898430-96-000108.hdr.sgml : 19960116 ACCESSION NUMBER: 0000898430-96-000108 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960112 EFFECTIVENESS DATE: 19960131 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGM GRAND INC CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00187 FILM NUMBER: 96503260 BUSINESS ADDRESS: STREET 1: 3799 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028913333 MAIL ADDRESS: STREET 1: PO BOX 98655 CITY: LAS VEGAS STATE: NV ZIP: 89193-8655 FORMER COMPANY: FORMER CONFORMED NAME: GRAND NAME CO DATE OF NAME CHANGE: 19870713 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 12, 1996 Registration No. 33- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ MGM GRAND, INC. (Exact name of registrant as specified in its charter) DELAWARE 88-0215232 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3799 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA 89109 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ___________________________________ MGM GRAND, INC. NONQUALIFIED STOCK OPTION PLAN MGM GRAND, INC. INCENTIVE STOCK OPTION PLAN (Full title of the plans) _____________________________________ SCOTT LANGSNER Secretary/Treasurer MGM GRAND, INC. 3799 Las Vegas Boulevard South Las Vegas, Nevada 89109 (Named and address of agent for service) (702) 891-3333 (Telephone number, including area code, of agent for service) _____________________________________ CALCULATION OF REGISTRATION FEE
================================================================================================ TITLE OF PROPOSED PROPOSED SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------ Common Stock, 2,500,000 shares $28.4375(1) $71,093,750(1) $24,515.09(1) $.01 par value per share ================================================================================================
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Common Stock reported in the consolidated reporting system on January 9, 1996. EXPLANATORY NOTE The contents of Registration Statement on Form S-8 (File No. 33-35023) of MGM Grand, Inc. is incorporated herein by this reference pursuant to Instruction E to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") by MGM Grand, Inc. (the "Registrant") are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report referred to in (a) above; (c) The description of the Registrant's Common Stock, $.01 par value per share, contained in the Registrant's Registration Statement on Form 8-A dated April 20, 1988. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person against expenses, judgments, fines and amounts paid in settlements actually and reasonably incurred by any such person in connection with a threatened, pending or completed action, suit or proceeding in which he is involved by reason of the fact that he is or was a director, officer, employee or agent of such corporation, provided that (i) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. If the action or suit is by or in the name of the corporation, the corporation may indemnify any such person against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action 1 or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit is brought determines upon application that, despite the adjudication of liability but in light of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense as the court deems proper. Article II, Section 12 of the Registrant's Bylaws provides for indemnification to the fullest and broadest extent permitted by law of all persons whom it may indemnify pursuant thereto. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In accordance with the Delaware General Corporation Law, the Registrant's Certificate of Incorporation, as amended, limits the personal liability of its directors for violations of their fiduciary duty. The Certificate of Incorporation eliminates each director's liability to the Registrant or its stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the section of the Delaware General Corporation Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this amendment is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. This provision will not, however, limit in any way the liability of directors for violations of the federal securities laws. The Registrant carries Directors and Officers Liability Insurance Policies with a limit of $15,000,000. Such policies expire on October 31, 1996. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 2 Item 8. EXHIBITS 5 Opinion (and consent) of Christensen, White, Miller, Fink, Jacobs, Glaser & Shapiro 23(a) Consent of Arthur Andersen LLP 23(b) Consent of Christensen, White, Miller, Fink, Jacobs, Glaser & Shapiro (set forth as part of Exhibit 5 above). Item 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales 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; (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; 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; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the -------- ------- information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. 3 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. (h) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. 4 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on this 10th day of January, 1996. MGM GRAND, INC. (REGISTRANT) By: /s/ J. Terrence Lanni --------------------- J. Terrence Lanni Chairman of the Board of Directors and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ J. Terrence Lanni Chairman of the Board January 10, 1996 - --------------------- of Directors and Chief J. Terrence Lanni Executive Officer (Principal Executive Officer) /s/ Fred Benninger Vice Chairman of January 10, 1996 - --------------------- the Board of Directors Fred Benninger /s/ Alex Yemenidjian President, Chief January 10, 1996 - --------------------- Operating Officer and Alex Yemenidjian Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ James D. Aljian Director January 10, 1996 - ---------------------- James D. Aljian 5 Signature Title Date - --------- ----- ---- /s/ Terry N. Christensen Director January 10, 1996 - ------------------------ Terry N. Christensen Director - ------------------------ Glenn A. Cramer /s/ Willie D. Davis Director January 10, 1996 - ------------------------ Willie D. Davis Director - ------------------------ Alexander M. Haig, Jr. Director - ------------------------ Lee A. Iacocca Director - ------------------------ Kirk Kerkorian /s/ Walter M. Sharp Director January 10, 1996 - ------------------------ Walter M. Sharp Director - ------------------------ E. Parry Thomas - ------------------------ Director Jerome B. York 6 EX-5 2 OPINION OF CHRISTENSEN WHITE EXHIBIT 5 [LETTERHEAD OF CHRISTENSEN, WHITE, MILLER, FINK, JACOBS, GLASER & SHAPIRO] January 9, 1996 MGM Grand, Inc. 3799 Las Vegas Boulevard South Las Vegas, Nevada 89109 RE: REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Gentlemen: You have requested our opinion, as counsel for MGM Grand, Inc., a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 2,500,000 shares (the "Shares") of the Company's common stock, $.01 par value per share ("Common Stock"), issuable pursuant to the Company's Nonqualified Stock Option Plan and the Company's Incentive Stock Option Plan (collectively, the "Option Plans"). The Shares are the subject of the Company's Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission on or about January 12, 1996 (the "Registration Statement"). In rendering our opinion herein, we have assumed the satisfaction of the following conditions: the issuance of the Shares to be issued under the Option Plans and all stock option agreements entered into in connection therewith in accordance with the terms thereof; the issuance by any applicable regulatory agencies of all appropriate permits, consents, approvals, authorizations and orders relating to the issuance and sale of the Shares in their respective jurisdictions; the Registration Statement becoming effective; the offering and sale of the Shares in the manner set forth in the Option Plans and pursuant to said permits, consents, approvals, authorizations and orders; the reservation by the Company of a sufficient number of shares of Common Stock for issuance upon exercise of outstanding options under the Option Plans; and the receipt by the Company of full consideration for the Common Stock issued under the Option Plans in accordance with the respective terms of the Option Plans and all stock option agreements entered into in connection therewith. In addition, our opinion herein is subject to applicable MGM Grand, Inc. January 9, 1996 Page 2 bankruptcy, reorganization, insolvency, fraudulent, conveyance, moratorium or other laws affecting creditors' rights generally from time to time in effect, and Delaware law and regulations, and no opinion is being rendered as to the availability of specific performance, injunctive remedies or other forms of equitable relief. Based upon the foregoing, it is our opinion that the Shares, when issued, will be legally issued, fully paid and nonassessable. This opinion is addressed solely to the Company and no one else has the right to rely upon it, nor may anyone release it, quote from it or employ it in any transaction other than the Registration Statement without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm contained therein. Very truly yours, CHRISTENSEN, WHITE, MILLER, FINK, JACOBS GLASER & SHAPIRO EX-23.(A) 3 CONSENT OF ARTHUR ANDERSEN EXHIBIT 23(A) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 17, 1995 included in MGM Grand, Inc.'s Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Las Vegas, Nevada January 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----