-----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, WzKGQJYoUu7E3GEA5rLWEA78Pl6jrE3hR0pitD9WLmh63kSufWY9CooJ2SyKDLyk pgNxn5ud9tm04Dr0MoYBeg== 0000944209-97-000255.txt : 19970310 0000944209-97-000255.hdr.sgml : 19970310 ACCESSION NUMBER: 0000944209-97-000255 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970307 EFFECTIVENESS DATE: 19970307 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGM GRAND INC CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22957 FILM NUMBER: 97552732 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 March 7, 1997 Registration No. __________ ________________________________________________________________________________ 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. EMPLOYEE STOCK BONUS PLAN (Full title of the Plans) _____________________________________ SCOTT LANGSNER Secretary and Treasurer MGM GRAND, INC. 3799 Las Vegas Boulevard South Las Vegas, Nevada 89109 (Name 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, $.01 par value 106,000 shares $34.3125(1) $3,637,125(1) $1,103(1) 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 March 6, 1997. 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, 1995; (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 with respect to the Common Stock under the Exchange Act. 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 Terry N. Christensen, a director of the Registrant and a partner of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, which is rendering an opinion in connection herewith as to the validity of the Registrant's Common Stock, together with all other attorneys in such firm participating in the preparation of this Registration Statement, beneficially own an aggregate of 2,100 shares of Common Stock. 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 II - 1 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 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 of persons to the extent permitted by the Delaware General Corporation Law. 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 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. The Registrant carries directors and officers liability insurance policies with a limit of $15,000,000.00. Such policies expire on October 31, 1997. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS 4. MGM Grand, Inc. Employee Stock Bonus Plan. II - 2 5. Legal opinion and consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. 23(a). Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP (set forth as part of Exhibit 5 above) 23(b). Consent of Arthur Andersen LLP. Item 9. UNDERTAKINGS 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 of 1933, as amended (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. 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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% 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; 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 II - 3 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 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. (5) 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. II - 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 20th day of February, 1997. 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. Dated: February 20, 1997 /s/ J. TERRENCE LANNI ------------------------------------ J. Terrence Lanni Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) Dated: February 20, 1997 /s/ ALEX YEMENIDJIAN ------------------------------------- Alex Yemenidjian President, Chief Operating Officer and Chief Financial Officer and Director (Principal Financial and Accounting Officer) Dated: February 20, 1997 /s/ FRED BENNINGER ------------------------------------- Fred Benninger Vice Chairman of the Board of Directors Dated: February 20, 1997 /s/ JAMES D. ALJIAN ------------------------------------- James D. Aljian Director
II - 5 Dated: February 20, 1997 /s/ TERRY N. CHRISTENSEN ------------------------------------- Terry N. Christensen Director Dated: ------------------------------------- Glenn A. Cramer Director Dated: ------------------------------------- Willie D. Davis Director Dated: ------------------------------------- Alexander M. Haig, Jr. Director Dated: ------------------------------------- Kirk Kerkorian Director Dated: February 20, 1997 /s/ WALTER M. SHARP ------------------------------------- Walter M. Sharp Director Dated: February 20, 1997 /s/ JEROME B. YORK ------------------------------------- Jerome B. York Director
II - 6 EX-4 2 EMPLOYEE STOCK BONUS PLAN EXHIBIT 4 --------- MGM GRAND, INC. EMPLOYEE STOCK BONUS PLAN Section 1. Purpose. The purpose of the MGM Grand, Inc. Employee Stock Bonus ------- Plan (the "Plan") is to promote the interests of the Company and its stockholders, by rewarding the Company's employees and providing them with a proprietary interest in the Company. Management believes that such proprietary interests should increase the personal interest and efforts of employees in providing for the continued success and progress of the business of the Company and enhance the Company's efforts to attract and retain competent employees. Section 2. Eligibility. All individuals who are employees of the Corporation ----------- on May 7, 1996 and who continuously remain employees of the Company up to and including May 7, 1997 ("Participants") are eligible to receive the bonus provided for under the Plan. Section 3. The Stock Bonus. All Participants shall be issued 15 shares (the --------------- "Shares") of the Company's common stock, par value $.01 (the "Common Stock"), subject to the terms and conditions provided herein. The aggregate number of the shares of Common Stock which may be awarded under the Plan shall not exceed 120,000. The Common Stock issuable hereunder may be issued from the authorized but unissued shares of the Company's Common Stock or from shares of Common Stock reacquired by the Company and held in treasury. Section 4. Administration. The Plan shall be administered by the Board of -------------- Directors of the Company (the "Board"). The Board is authorized to interpret the Plan and to adopt such rules, regulations, and procedures as it, in its sole and absolute discretion, may deem appropriate to carry out the purposes of the Plan, including rules and regulations necessary to comply with Rule 16(b)(3) under the Securities Exchange Act of 1934. Decisions of the Board in connection with the administration of the Plan shall be final, conclusive, and binding upon all parties, including the Company, stockholders and employees. Subject to the terms, provisions, and conditions provided herein, the Board shall have the sole discretion and authority to determine (a) the employees eligible to receive bonuses pursuant to the Plan and (b) the time when the bonuses will be paid. The Board shall have full power to delegate to any officer or employee of the Company the authority to administer and interpret the procedural aspects of the Plan, subject to the Plan's terms, including adopting rules to decide procedural and administrative issues. The Board may rely on opinions, reports or statements of officers or employees of the Company and of Company counsel, public accountants and other professional or expert persons. Section 5. Other Terms and Conditions. -------------------------- Section 5.1 Nothing in this Plan shall require the Company to issue or transfer any shares if such issuance or transfer would, in the opinion of the Board, constitute or result in a violation of any applicable statute or regulation of any relevant jurisdiction relating to disposition of securities. Section 5.2 Unless otherwise determined by the Board, the Plan shall be unfunded and shall not create or be construed to create a trust of a separate fund. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. Section 5.3 No person shall have any claim or right to be granted shares of Common Stock under the Plan. No person shall have any claim or right to continued employment by the Company by reason of the Plan or any action taken hereunder. Section 5.4 Income realized as a result of an award of stock shall not be included in the Participant's earnings for purpose of any benefit plan in which the Participant may be enrolled or for which the recipient may become eligible unless otherwise specifically provided for in such plan. Section 5.5 The Company may deduct from any award, or from the Participant's payroll, any applicable withholding taxes or any amounts owed by the employee to the Company. Section 6. Effective Date and Term of Plan. The effective date of the Plan ------------------------------- shall be May 7, 1996. No awards of Common Stock may be made under the Plan after May 7, 1997. Section 7. Choice of Law. The validity, construction, interpretation, ------------- administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Delaware. EX-5 3 REGISTRATION STATEMENT ON FORM S-8 [LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP] March 6, 1997 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 106,000 shares (the "Shares") of the Company's common stock, $.01 par value per share ("Common Stock"), issuable pursuant to the Company's Employee Stock Bonus Plan (the "Plan"). 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 March 7, 1997 (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 Plan 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 Plan and pursuant to 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 Plan. Based upon the foregoing, it is our opinion that the Shares, when issued, will be legally issued, fully paid and nonassessable. EXHIBIT 5 MGM Grand, Inc. March 6, 1997 Page 2 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, /s/ Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP EX-23.B 4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23(b) 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 31, 1996 included in MGM Grand, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Las Vegas, Nevada March 5, 1997 -----END PRIVACY-ENHANCED MESSAGE-----