-----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, Bqpx3eJ8v7hwLv1HgJHAhT0WgI7QpIqdsT27kewBZDzdRo5XA+hm44swSMU7o1lW EvW6zhLgifryRqnacbY9Rw== /in/edgar/work/0000912057-00-051604/0000912057-00-051604.txt : 20001130 0000912057-00-051604.hdr.sgml : 20001130 ACCESSION NUMBER: 0000912057-00-051604 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001129 EFFECTIVENESS DATE: 20001129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGM MIRAGE CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: [7990 ] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50880 FILM NUMBER: 780113 BUSINESS ADDRESS: STREET 1: 3600 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: MGM GRAND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GRAND NAME CO DATE OF NAME CHANGE: 19870713 S-8 1 a2032089zs-8.txt S-8 As filed with the Securities and Exchange Commission on November 29, 2000 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MGM MIRAGE ---------------------------------------------------- (Exact name of registrant specified in its charter) DELAWARE 88-0215232 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3600 Las Vegas Boulevard South Las Vegas, Nevada 89109 (Address of Principal Executive Offices, including zip code) MGM MIRAGE 1997 NONQUALIFIED STOCK OPTION PLAN MGM MIRAGE 1997 INCENTIVE STOCK OPTION PLAN (Full title of the plans) SCOTT LANGSNER SENIOR VICE PRESIDENT AND SECRETARY/TREASURER MGM MIRAGE 3600 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA 89109 (702) 693-8811 (Name, address and telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE ======================== ====================== ====================== ====================== ====================== Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered registered(1) offering price per aggregate offering registration fee share(2) price(2) - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, par 8,500,000 shares $ 26.125 $ 222,062,500.00 $ 58,624.50 value $.01 ======================== ====================== ====================== ====================== ======================
(1) Pursuant to Rule 416(a), also covers additional securities that may be offered as a result of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee. This estimate has been calculated in accordance with Rule 457(c) under the Securities Act of 1933 and is based on the average of the high and low price per share as reported on the New York Stock Exchange Composite Tape on November 22, 2000. -1- INTRODUCTION This Registration Statement on Form S-8 is being filed by MGM MIRAGE, a Delaware corporation, relating to an additional 8,500,000 shares of its common stock, issuable under the MGM MIRAGE 1997 Nonqualified Stock Option Plan and the MGM MIRAGE 1997 Incentive Stock Option Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents previously filed with the Securities and Exchange Commission are hereby incorporated by reference into the Registration Statement: (a) MGM MIRAGE's (formerly MGM Grand, Inc.) Annual Report on Form 10-K/A for the fiscal year ended December 31, 1999; (b) Mirage Resorts, Incorporated's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; (c) All other reports filed by MGM MIRAGE or Mirage Resorts, Incorporated pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the annual report referred to in (a) above; (d) MGM MIRAGE's definitive proxy statement, dated July 7, 2000, filed pursuant to Section 14 of the Exchange Act; and (e) The description of MGM MIRAGE's Common Stock which is set forth on page 53 of its Registration Statement on Form S-4 filed with the Securities and Exchange Commission on January 21, 1999. All reports and other documents subsequently filed by MGM MIRAGE pursuant to Sections 13(a) and (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 in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares which are the subject of this Registration Statement is being passed upon by Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, Los Angeles, California. Terry N. Christensen, a partner of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, and Gary N. Jacobs, who is of counsel to that firm, are members of MGM MIRAGE's board of directors, and Mr. Jacobs is also Executive Vice President & General Counsel of MGM MIRAGE. They and the other -2- attorneys in such firm participating in the preparation of this Registration Statement and such opinion, beneficially own 15,623 shares of MGM MIRAGE's common stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any person against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by any such person in connection with a threatened, pending or completed action, suit or proceeding, other than an action, suit or proceeding in the name of the corporation, 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 or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, except that no indemnification may be made in respect to any cliam, 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 the 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 Bylaws of MGM MIRAGE provides for indemnification of persons to the extent permitted by the Delaware General Corporation Law. In accordance with Section 102(b)(7) of the Delaware General Corporation Law, the Certificate of Incorporation, as amended, of MGM MIRAGE limits the personal liability of its directors for violations of their fiduciary duty. The Certificate of Incorporation eliminates each director's liability to MGM MIRAGE or its stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to MGM MIRAGE 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 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 provision 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling MGM MIRAGE pursuant to the foregoing provisions, MGM MIRAGE has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. -3- ITEM 8. EXHIBITS. 4.1 MGM MIRAGE 1997 Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.3 to MGM MIRAGE's Quarterly Report on Form 10-Q for the period ended September 30, 2000 (the "Form 10-Q")). 4.2 MGM MIRAGE 1997 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.4 to the Form 10-Q). 5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. 23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (set forth as part of Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Arthur Andersen LLP. ITEM 9. UNDERTAKINGS. (a) MGM MIRAGE 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 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; (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 the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this Item do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by MGM MIRAGE 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 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. -4- (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. (b) MGM MIRAGE hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of MGM MIRAGE's annual report on Form 10-K pursuant to Section 13(a) or 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 of 1933 may be permitted to directors, officers and controlling persons of MGM MIRAGE pursuant to the provisions of Item 6 hereof, or otherwise, MGM MIRAGE has been advised that in the opinion of the Securities and Exchange 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 MGM MIRAGE of expenses incurred or paid by a director, officer or controlling person of MGM MIRAGE 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, MGM MIRAGE 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. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, MGM MIRAGE 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 November 27, 2000. MGM MIRAGE By: /s/ J. TERRENCE LANNI ------------------------------- J. Terrence Lanni Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE /s/ J. TERRENCE LANNI Chairman of the Board November 27, 2000 - -------------------------- J. Terrence Lanni /s/ JOHN T. REDMOND Co-Chief Executive Officer November 27, 2000 - -------------------------- and Director John T. Redmond (Co-Principal Executive Officer) /s/ DANIEL M. WADE Co-Chief Executive Officer November 24, 2000 - -------------------------- and Director Daniel M. Wade (Co-Principal Executive Officer)
-6- /s/ JAMES J. MURREN President, Chief Financial Officer November 27, 2000 - -------------------------- and Director James J. Murren (Principal Financial and Accounting Officer) /s/ JAMES D. ALJIAN - -------------------------- Director November 27, 2000 James D. Aljian /s/ ROBERT H. BALDWIN - -------------------------- Director November 27, 2000 Robert H. Baldwin /s/ FRED BENNINGER Director November 27, 2000 - -------------------------- Fred Benninger /s/ TERRY N. CHRISTENSEN Director November 22, 2000 - -------------------------- Terry N. Christensen __________________________ Director November __, 2000 Glenn A. Cramer __________________________ Director November __, 2000 Willie D. Davis __________________________ Director November __, 2000 Alexander M. Haig, Jr. /s/ GARY N. JACOBS Director November 22, 2000 - -------------------------- Gary N. Jacobs
-7- __________________________ Director November __, 2000 Kirk Kerkorian /s/ GEORGE J. MASON Director November 27, 2000 - -------------------------- George J. Mason __________________________ Director November __, 2000 Ronald M. Popeil __________________________ Director November __, 2000 Walter M. Sharp __________________________ Director November __, 2000 Daniel B. Wayson __________________________ Director November __, 2000 Melvin B. Wolzinger /s/ ALEX YEMENIDJIAN Director November 27, 2000 - -------------------------- Alex Yemenidjian /s/ JEROME B. YORK Director November 27, 2000 - -------------------------- Jerome B. York
-8- EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 4.1 MGM MIRAGE 1997 Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.3 to MGM MIRAGE's Quarterly Report on Form 10-Q for the period ended September 30, 2000 (the "Form 10-Q") ). 4.2 MGM MIRAGE 1997 Incentive Stock Option Plan (incorporated by reference to Exhibit 10.4 to the Form 10-Q). 5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. 23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (set forth as part of Exhibit 5). 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of Arthur Andersen LLP. -9- EX-5 2 a2032089zex-5.txt EXHIBIT 5 EXHIBIT 5 [LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP] November 27, 2000 MGM MIRAGE 3600 Las Vegas Blvd. South Las Vegas, NV 89109 Re: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: You have requested our opinion, as counsel for MGM MIRAGE, a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, of 8,500,000 shares (the "Shares") of the Company's common stock, $.01 par value per share (the "Common Stock"), issuable pursuant to the Company's 1997 Nonqualified Stock Option Plan and 1997 Stock Option Incentive Plan (collectively, the "Options 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 November 28, 2000 (the "Registration Statement"). We have acted as counsel for the Company in connection with the Registration Statement. We have examined and relied upon such documents, instruments and agreements, and have made such legal and factual examinations and inquiries, as we have deemed necessary or appropriate for purposes of the opinion set forth below. In rendering our opinion herein, we have assumed: the genuineness and authenticity of all signatures on original documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies or facsimiles; the continued accuracy of all certificates and other documents from public officials dated earlier than the date of this letter; the Registration Statement being declared effective by the Securities and Exchange Commission; the issuance by any necessary regulatory agencies of all appropriate permits, consents, approvals, authorizations and orders relating to the offer and sale of the Shares in their respective jurisdictions; the offer and sale of the Shares to be issued under the Option Plans in accordance with the terms thereof and pursuant to the Registration Statement and said permits, consents, approvals, authorizations and orders; and the reservation by the Company of a sufficient number of shares of Common Stock for issuance under the Option Plans. MGM MIRAGE November 27, 2000 Page 2 With respect to the matters set forth below, we are relying as to certain factual matters solely upon a certificate of an officer of the Company. Our opinion herein is limited to the General Corporation Law of the State of Delaware (based upon the latest unofficial compilation thereof available to us) and the federal laws of the United States. We express no opinion whatsoever with respect to the laws of any other jurisdiction and can assume no responsibility for the applicability or effect of any such laws. In addition, please be advised that Mr. Terry N. Christensen, a partner of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, is a Director of the Company, and Mr. Gary N. Jacobs, who is of counsel to this firm, is Executive Vice President--General Counsel and a Director of the Company. 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 those discussed herein without the written consent of the undersigned; however, the undersigned hereby consents to the filing of this opinion as an exhibit to the Registration Statement and to all references to the undersigned in the Registration Statement. Very truly yours, CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP EX-23.2 3 a2032089zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 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 January 20, 2000 (except with respect to the matter discussed in Note 11, as to which the date is March 1, 2000), incorporated by reference in MGM Grand, Inc.'s Annual Report on Form 10-K/A for the year ended December 31, 1999, and to all references to our Firm included in or made a part of this Registration Statement. ARTHUR ANDERSEN LLP Las Vegas, Nevada November 27, 2000 EX-23.3 4 a2032089zex-23_3.txt EXHIBIT 23.3 EXHIBIT 23.3 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 report dated January 24, 2000 included in Mirage Resorts, Incorporated's Annual Report on Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in or made a part of this Registration Statement. ARTHUR ANDERSEN LLP Las Vegas, Nevada November 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----