S-8

As filed with the Securities and Exchange Commission on June 9, 2003

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 incorporation or organization)	(I.R.S. Employer Identification No.)

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(Address of Principal Executive Offices, including zip code)

1997 Nonqualified Stock Option Plan

(Full title of the plan)

GARY N. JACOBS, ESQ.

Executive Vice President, General Counsel and Secretary

MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

(702) 693-7120

(Name, address and telephone number, including area code of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(3)
Common Stock, par value $0.01	8,000,000 shares	$	28.70	$	229,600,000	$	18,575

(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 June 3, 2003.

(3) The Registrant has an available balance of $11,901.12 in its account with the Commission, which amount should be applied against the fee for this Registration Statement.

INTRODUCTION

This Registration Statement on Form S-8 is filed by MGM MIRAGE, a Delaware corporation, and relates to 8,000,000 shares of its common stock issuable under the MGM MIRAGE 1997 Nonqualified Stock Option Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents of MGM MIRAGE previously filed with the Securities and Exchange Commission are hereby incorporated by reference into the Registration Statement:

(a)    MGM MIRAGE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002;

(b)    MGM MIRAGE’s definitive proxy statement, dated April 14, 2003, filed pursuant to Section 14 of the Exchange Act;

(c)    MGM MIRAGE’s Quarterly report on Form 10-Q for the period ended March 31, 2003;

(d)    MGM MIRAGE’s current reports on Form 8-K, dated February 5, 2003 and June 4, 2003;

(e)    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 MIRAGE’s latest annual report or prospectus referred to in (a) above; and

(f)    The description of MGM MIRAGE’s Common Stock which is set forth on page 53 of MGM MIRAGE’s 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.

Terry N. Christensen is a director of MGM MIRAGE and a partner of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. Gary N. Jacobs is Executive Vice President, General Counsel and Secretary of MGM MIRAGE and is of counsel to the same law firm, which is rendering an opinion in connection herewith as to the validity of MGM MIRAGE common stock. Messrs. Christensen and Jacobs, together with all other attorneys in such firm participating in the preparation of this Registration Statement, beneficially own 431,273 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 settlements 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 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 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 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.

Item 8.    Exhibits.

4.1 MGM MIRAGE 1997 Nonqualified Stock Option Plan, incorporated by reference from the Registrant’s Proxy Statement, dated April 14, 2003, filed with the Commission on April 14, 2003.

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 Deloitte & Touche 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 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 MIRAGE 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 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 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 MIRAGE pursuant to the foregoing provisions, 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 for such issue.

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 June 4, 2003.

MGM MIRAGE
By:	/s/    GARY N. JACOBS
	Gary N. Jacobs Executive Vice President, General Counsel and Secretary

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         J. Terrence Lanni	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	June 4, 2003
/s/    JAMES J. MURREN       James J. Murren	President, Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)	June 4, 2003
/s/    GARY N. JACOBS       Gary N. Jacobs	Executive Vice President, General Counsel, Secretary and Director	June 4, 2003

/s/    JAMES D. ALJIAN         James D. Aljian	Director	June 4, 2003
/s/    ROBERT H. BALDWIN         Robert H. Baldwin	President and Chief Executive Officer-Mirage Resorts, Incorporated, and Director	June 4, 2003
/s/    FRED BENNINGER         Fred Benninger	Director	June 4, 2003
/s/    TERRY N. CHRISTENSEN         Terry N. Christensen	Director	June 4, 2003
Willie D. Davis	Director	June   , 2003
/s/    ALEXANDER M. HAIG, JR.         Alexander M. Haig, Jr.	Director	June 4, 2003
Alexis M. Herman	Director	June   , 2003
Roland Hernandez	Director	June   , 2003
Kirk Kerkorian	Director	June   , 2003

/s/    GEORGE J. MASON         George J. Mason	Director	June 4, 2003
/s/    RONALD M. POPEIL         Ronald M. Popeil	Director	June 4, 2003
/s/    JOHN T. REDMOND         John T. Redmond	President and Chief Executive Officer-MGM Grand Resorts, LLC and Director	June 4, 2003
/s/    DANIEL M. WADE         Daniel M. Wade	Director	June 4, 2003
/s/    MELVIN B. WOLZINGER         Melvin B. Wolzinger	Director	June 4, 2003
/s/    ALEX YEMENIDJIAN         Alex Yemenidjian	Director	June 4, 2003

EXHIBIT INDEX

Exhibit Number	Exhibit Description	Page Number In Sequentially Numbered Copy
4.1	MGM MIRAGE 1997 Nonqualified Stock Option Plan, incorporated by reference from the Registrant’s Proxy Statement, dated April 14, 2003, filed with the Commission on April 14, 2003.
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 Deloitte & Touche LLP.

EX-5

EXHIBIT 5

LAW OFFICES

CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP

2121 AVENUE OF THE STARS

EIGHTEENTH FLOOR

LOS ANGELES, CALIFORNIA 90067-5010

(310) 553-3000

FAX (310) 556-2920

June 9, 2003

MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, NV 89109

RE:    REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

We have acted as counsel for MGM MIRAGE, a Delaware corporation (the “Company”), in connection with the registration of an additional 8,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable upon exercise of options which may be granted under its 1997 Non-qualified Stock Option Plan (the “Plan”). In connection therewith, we have examined, among other things, the Registration Statement on Form S-8 (the “Registration Statement”) proposed to be filed by the Company with the Securities and Exchange Commission on or about June 9, 2003. We have also examined the proceedings and other actions taken by the Company in connection with the authorization of the issuance of the Shares under the Plan and such other matters as we deemed necessary for purposes of rendering this opinion.

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 in accordance with the terms of the Plan 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 Plan.

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.

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares underlying options issuable under the Plan, when issued, delivered and paid for in accordance with the Plan and the agreement evidencing awards thereunder and in the manner described in the Registration Statement, will be validly 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,

/s/    CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP

CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of MGM MIRAGE on Form S-8 of our report dated January 28, 2003, except for Note 19, as to which the date is February 28, 2003, included in the Annual Report on Form 10-K of MGM MIRAGE for the year ended December 31, 2002.

/s/    DELOITTE & TOUCHE LLP

Las Vegas, Nevada

June 4, 2003