-----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, FsnvUkQ9xDqcKkNxKyfnH6iEljKzZaGaZ21eXpT/3Dc3rYOb2k270IAVp4xDV6UO n9pvuwCdk4VVabbyZVP75A== 0000944209-99-000229.txt : 19990302 0000944209-99-000229.hdr.sgml : 19990302 ACCESSION NUMBER: 0000944209-99-000229 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990301 EFFECTIVENESS DATE: 19990301 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: SEC FILE NUMBER: 333-73155 FILM NUMBER: 99554563 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 1, 1999 Registration No. 333- ================================================================================ 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 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, including zip code) ---------------------------- MGM GRAND, INC. REPLACEMENT STOCK OPTION PLAN MGM GRAND, INC. DIRECTORS' REPLACEMENT STOCK OPTION PLAN (Full title of the plan) ---------------------------- SCOTT LANGSNER Secretary/Treasurer MGM GRAND, INC. 3799 Las Vegas Boulevard South Las Vegas, Nevada 89109 (702) 891-3333 (Name, address and telephone number, including area code of agent for service) ---------------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================== Title of securities Amount to be Proposed Proposed Amount of to be registered registered(1) maximum offering maximum registration fee price per share(2) aggregate offering price(2) - -------------------------------------------------------------------------------------------------------- Common Stock, 736,104 37 31/32 $27,948,948 $7,770.00 par value $.10 ========================================================================================================
(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 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 on February 25, 1999. The Exhibit Index is located on page 8 of this Registration Statement. This Registration Statement consists of 8 pages. INTRODUCTION This Registration Statement on Form S-8 is filed by MGM Grand, Inc., a Delaware corporation ("MGM Grand"), relating to 736,104 shares of its common stock, issuable to eligible employees and directors of Primadonna Reseorts, Inc., a Nevada corporation ("Primadonna"), pursuant to that certain Agreement and Plan of Merger, dated as of December 2, 1998, by and among MGM Grand, MGM Grand Acquisition Corp. and Primadonna under the MGM Grand, Inc. Replacement Stock Option Plan and the MGM Grand, Inc. Directors' Replacement Stock Option Plan (collectively, the "Plans"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents of MGM Grand heretofore filed with the Securities and Exchange Commission are hereby incorporated by reference into the Registration Statement: (a) MGM Grand's Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) All other reports filed 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 MGM Grand's latest annual report or prospectus referred to in (a) above. (c) MGM Grand's definitive proxy statement, dated May 5, 1998, filed pursuant to Section 14 of the Exchange Act. (d) MGM Grand's information statement, dated February 5, 1999, filed pursuant to Section 14 of the Exchange Act. (e) The description of MGM Grand's Common Stock which is contained in MGM Grand's registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any and all amendments or reports filed for the purpose of updating such description. All reports and other documents subsequently filed by MGM Grand 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. -2- Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Terry N. Christensen, a director of MGM Grand 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 MGM Grand common stock, together with all other attorneys in such firm participating in the preparation of this Registration Statement, beneficially own 8,820 shares of MGM Grand'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 persons, including directors and officers, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interest of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters at issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 also permits a Delaware corporation to indemnify its officers and directors in an action by or in the right of the corporation under the same conditions against expenses incurred by such persons in connection with the defense or settlement of such action, except no such indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful and the merits are otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred. Article II, Section 12 of the Bylaws of MGM Grand, Inc. 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 Law, the Certificate of Incorporation, as amended, of MGM Grand, Inc. limits the personal liability of its directors for violations of their fiduciary duty. The Certificate of Incorporation eliminates each director's liability to MGM Grand, Inc. or its stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to MGM Grand, Inc. 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 -3- 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. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. 4.1 MGM Grand, Inc. Replacement Stock Option Plan. (Incorporated by reference to Appendix A to MGM Grand, Inc.'s information statement, dated February 5, 1999) 4.2 MGM Grand, Inc. Directors' Replacement Stock Option Plan. (Incorporated by reference to Appendix B to MGM Grand, Inc.'s information statement, dated February 5, 1999. 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. Item 9. Undertakings. (a) MGM Grand 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; -4- Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) of this section 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 Grand pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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. (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 Grand hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of MGM Grand's annual report on Form 10-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of MGM Grand pursuant to the foregoing provisions, or otherwise, MGM Grand 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 MGM Grand of expenses incurred or paid by a director, officer or controlling person of MGM Grand 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 Grand 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 for such issue. -5- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, MGM Grand 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 March 1, 1999. MGM GRAND, INC. By: /s/ J. Terrence Lanni ---------------------------------------------- J. Terrence Lanni Chairman of the Board and Chief Executive Officer 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/ Alex Yemenidjian President, Chief Operating March 1, 1999 - -------------------------- Officer and Director Alex Yemenidjian /s/ J. Terrence Lanni Chairman of the Board and March 1, 1999 - -------------------------- Chief Executive Officer J. Terrence Lanni (Principal Executive Officer) /s/ James J. Murren Executive Vice President, March 1, 1999 - -------------------------- Chief Financial Officer and James J. Murren Director (Principal Financial and Accounting Officer) /s/ James D. Aljian Director March 1, 1999 - -------------------------- James D. Aljian
-6- /s/ Fred Benninger Director March 1, 1999 - -------------------------- Fred Benninger /s/ Terry N. Christensen Director March 1, 1999 - -------------------------- Terry N. Christensen Director - -------------------------- Glenn A. Cramer /s/ Willie D. Davis Director March 1, 1999 - -------------------------- Willie D. Davis Director - -------------------------- Alexander M. Haig, Jr. Director - -------------------------- Kirk Kerkorian Director - -------------------------- Walter M. Sharp /s/ Jerome B. York Director March 1, 1999 - -------------------------- Jerome B. York
-7- EXHIBIT INDEX ------------- Page Number In Exhibit Sequentially Number Exhibit Description Numbered Copy - ------ ------------------- -------------- 4.1 MGM Grand, Inc. Replacement Stock Option Plan. (Incorporated by reference to Appendix A to MGM Grand, Inc.'s information statement, dated February 5, 1999). 4.2 MGM Grand, Inc. Directors' Replacement Stock Option Plan. (Incorporated by reference to Appendix B to MGM Grand, Inc's information statement, dated February 5, 1999 ). 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. -8- EX-5 2 OPINION OF CHRISTENSEN, MILLER EXHIBIT 5 [LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP] March 1, 1999 MGM Grand, Inc. 3799 Las Vegas Boulevard South Las Vegas, NV 89109 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: You have requested our opinion in connection with the issuance by MGM Grand, Inc., a Delaware corporation (the "Company"), of shares of the Company's Common Stock, $0.01 par value per share (the "Shares"), in connection with the Option Plans (as defined). The Shares are the subject of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission on March 1, 1999. The Shares are to be issued in connection with the MGM Grand, Inc. Replacement Stock Option Plan and the MGM Grand, Inc. Directors' Replacement Stock Option Plan (collectively, the "Option Plans"). The Option Plans were adopted by the Executive Committee of the Board of Directors of the Company and by the Company's shareholders in February 1999. We have acted as counsel for the Company in connection with the Registration Statement. We have examined and relied upon copies, unless otherwise stated, of the following documents: (i) the Certificate of Incorporation and By-laws of the Company, as amended to date; (ii) minutes and resolutions of the Executive Committee of the Company's Board of Directors relating to the Option Plans including without limitation, the authorization and issuance of the Shares; (iii) the Registration Statement; and (iv) such other documents, instruments and agreements as we have deemed necessary or appropriate as a basis for the opinion set forth below. In rendering our opinion herein, we have assumed, with your permission: the genuineness and authenticity of all signatures on original documents submitted to us; the authenticity of all 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 appropriate permits, consents, approvals, authorizations and orders relating to the offering and sale of the Shares; the offer and sale of the Shares being made in the manner set forth in the Registration Statement and pursuant to said permits, consents approvals, authorizations and orders. In addition, MGM Grand, Inc. March 1, 1999 Page 2 we have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of this opinion. 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 opinions herein are 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. Based on and subject to the foregoing, it is our opinion that, when issued, the Shares will be validly issued, fully paid and non-assessable. 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, and the references to the undersigned contained in, the Registration Statement. Very truly yours, /s/ Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP EX-23.2 3 CONSENT OF ARTHUR ANDERSEN 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 28, 1998, included or incorporated by reference in MGM Grand, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this Registration Statement. /s/ Arthur Andersen LLP ARTHUR ANDERSON LLP Las Vegas, Nevada February 26, 1999 -----END PRIVACY-ENHANCED MESSAGE-----