As filed with the Securities and Exchange Commission on
June 13, 1995
File No. 33-__
__________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
MIRAGE RESORTS, INCORPORATED
(Exact name of registrant as specified in its charter)
_______________
Nevada 88-0058016
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
_______________
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
_______________
1995 Stock Option and Stock Appreciation Rights Plan
(Full title of the plan)
________________
Bruce A. Levin, Esq.
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Name and address of agent for service)
(702) 791-7111
(Telephone number, including area code, of agent for
service)
________________
Copies of Communications to:
Peter C. Walsh, Esq.
Mirage Resorts, Incorporated
3260 South Industrial Road
Las Vegas, Nevada 89109
(702) 792-4868
<TABLE>
________________________________________________________
<S> <C> <C>
Proposed Maximum
Title of Securities Amount to Offering
to be Registered be Registered Price per Share
Common Stock,
$.008 Par Value 3,000,000 shares (1) $ 28.375(2)
Proposed Maximum
Aggregate Amount of
Offering Price Registration Fee
$ 85,125,000(2) $ 29,354
__________________________________________________________
(1) Pursuant to Rule 416, there is also registered hereby
an indeterminate number of additional shares of
Common Stock which may be issued as a result of the
anti-dilution provisions set forth in the plan to
which this Registration Statement relates.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) under
the Securities Act of 1933, based upon the average of
the high and low sale prices per share of the Common
Stock on the New York Stock Exchange on June 9,
1995.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
with the Securities and Exchange Commission (the "SEC")
are incorporated herein by reference and shall be deemed
to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994;
(b) The Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1995;
(c) The Registrant's Current Report on Form 8-K
dated December 9, 1994, as amended by Amendment No. 1
thereto on Form 8-K/A dated January 23, 1995; and
(d) The description of the Registrant's Common
Stock contained in the Registrant's Registration
Statement on Form 8-A filed under Section 12 of the
Exchange Act on July 23, 1980, as amended by
Amendment No. 3 thereto, filed on October 20, 1993.
All reports and other 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
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.
Peter C. Walsh, Esq., Assistant General
Counsel of the Registrant, has rendered his opinion to the
Registrant with respect to the legality of the Common
Stock registered hereby. Mr. Walsh holds stock options to
purchase 70,834 shares of the Registrant's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes and the Bylaws of
the Registrant contain provisions for indemnification of
officers, directors, employees and agents of the
Registrant. The Bylaws provisions require the Registrant
to indemnify such persons to the full extent permitted by
Nevada law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interests of the Registrant. Indemnification would cover
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<PAGE>
expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement. In addition, the Registrant's
Articles of Incorporation provide that officers and
directors shall not be personally liable to the Registrant
or its stockholders for damages for breach of their
fiduciary duty, except for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of
law or for the payment of a dividend in violation of
Nevada law.
The Registrant maintains in effect a liability
insurance policy under which officers and directors of the
Registrant and its subsidiaries are generally indemnified
against losses and liability (including costs, expenses,
settlements and judgments) incurred by them in such
capacities, individually or otherwise, other than
specified excluded losses. The insurance policy will pay
on behalf of the Registrant or its subsidiaries all
covered losses for which the Registrant or its
subsidiaries grant indemnification to any officer or
director as permitted by law which the officer or director
becomes legally obligated to pay on account of an
indemnifiable claim. However, the policy excludes any
claims or loss arising out of the filing of a registration
statement under the Securities Act of 1933, as amended
(the "Securities Act"), the Exchange Act or any state Blue
Sky or securities law.
See Item 9 of this Part II for further information
concerning indemnification of directors, officers and
controlling persons of the Registrant.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
4 1995 Stock Option and Stock Appreciation
Rights Plan of the Registrant. Incorporated
by reference to Exhibit A to the
Registrant's definitive Proxy Statement
filed on April 18, 1995 under cover of
Schedule 14A.
5 Opinion and Consent of Peter C. Walsh, Esq.
15 Letter from Arthur Andersen LLP re unaudited
interim financial information.
23.1 Consent of Arthur Andersen LLP (see page II-6).
23.2 Consent of Coopers & Lybrand L.L.P. (see page
II-7).
23.3 Consent of Peter C. Walsh, Esq. (contained in
Exhibit 5).
24 Power of Attorney (see pages II-4 and II-5).
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 thereto) which,
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<PAGE>
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 clauses (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses 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.
(b) The undersigned Registrant hereby undertakes that,
for the 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 that is incorporated by reference in this
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.
(c) 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 provisions of Item 6 of this Part II, or
otherwise, the Registrant has been advised that in the
opinion of the SEC 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.
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<PAGE>
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 the 12th day of June, 1995.
MIRAGE RESORTS, INCORPORATED
By: STEPHEN A. WYNN
________________________
Stephen A. Wynn
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Daniel R. Lee and Bruce A. Levin, and each of them,
jointly and severally, his true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or
their substitutes, may lawfully do or cause to be done by
virtue hereof.
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
STEPHEN A. WYNN Chairman of the Board, June 12, 1995
___________________ President and Chief
Stephen A. Wynn Executive Officer
(Principal Executive
Officer)
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<PAGE>
Signature Title Date
DANIEL R. LEE Senior Vice President- June 12, 1995
___________________ Finance and
Daniel R. Lee Development,Chief
Financial Officer
and Treasurer
(Principal Financial
and Accounting Officer)
ELAINE P. WYNN Director June 12, 1995
___________________
Elaine P. Wynn
MELVIN B. WOLZINGER Director June 12, 1995
___________________
Melvin B. Wolzinger
RONALD M. POPEIL Director June 12, 1995
___________________
Ronald M. Popeil
DANIEL B. WAYSON Director June 12, 1995
___________________
Daniel B. Wayson
GEORGE J. MASON Director June 12, 1995
___________________
George J. Mason
RICHARD D. BRONSON Director June 12, 1995
___________________
Richard D. Bronson
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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 February 8,
1995, except for Note 5, as to which the date is March 13,
1995, included in Mirage Resorts, Incorporated's Annual
Report on 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
June 12, 1995
II-6
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated
February 11, 1994 on our audits of the consolidated
financial statements and financial statement schedule of
Mirage Resorts, Incorporated as of December 31, 1993, and
for the years ended December 31, 1993 and 1992, which
report is included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994. We also
consent to the reference to our firm in the Prospectus
under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Los Angeles, California
June 12, 1995
II-7
June 12, 1995
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Registration Statement on Form S-8
Gentlemen:
I am Assistant General Counsel of Mirage Resorts,
Incorporated, a Nevada corporation (the "Company"). This
opinion is being is being delivered in connection with the
registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 3,000,000 shares of the
Company's Common Stock, $.008 par value (the "Shares"),
issuable upon exercise of stock options or stock
appreciation rights granted or subject to grant under the
Company's 1995 Stock Option and Stock Appreciation Rights
Plan (the "Plan"). The Shares are being registered by the
Company on a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the
"Commission").
For the purpose of rendering this opinion, I have reviewed
such corporate records and other documents as I have
deemed necessary, including, but not limited to, the
following:
(a) Articles of Incorporation, as currently in
effect, of the Company;
(b) Bylaws, as currently in effect, of the Company;
(c) the Plan;
(d) certain resolutions of the Board of Directors
and the stockholders of the Company; and
(e) The Company's Registration Statement on Form S-8
(the "Registration Statement"), together with
all exhibits thereto and documents incorporated
by reference therein, in the form proposed to be
filed with the Commission under the Securities
Act, and the form of prospectus which
constitutes a part thereof.
Additionally, I have consulted with officers and other
representatives of the Company and have obtained such
representations with respect to such matters of fact as I
have deemed necessary or advisable; however, I have not
necessarily independently verified the content of factual
statements made to me in connection therewith, or the
veracity of such representations. I have assumed without
independent verification (i) the genuineness of all
EXHIBIT 5
<PAGE>
Mirage Resorts, Incorporated
June 12, 1995
Page Two
signatures, (ii) the authenticity of all documents
submitted to me as originals and (iii) the conformity to
authentic original documents of all documents submitted to
me as certified, conformed or photostatic copies.
On the basis of the foregoing, such examinations of law
and such other information as I have deemed relevant under
the circumstances, I am of the opinion that the Shares,
when issued and sold pursuant to the terms of the Plan,
will be duly and validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
I hold stock options to purchase 70,834 shares of the
Company's Common Stock.
I consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do
not admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
PETER C. WALSH
Assistant General Counsel
PCW/tp
June 12, 1995
To Mirage Resorts, Incorporated
We are aware that Mirage Resorts, Incorporated has
incorporated by reference in its Registration Statement
on Form S-8 its Form 10-Q for the quarter ended March 31,
1995, which includes our report dated May 12, 1995 covering the
unaudited interim financial information contained therein.
Pursuant to Regulation C under the Securities Act of 1933,
that report is not considered a part of the Registration
Statement prepared or certified by our firm or a report
prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Securities Act.
Very truly yours,
ARTHUR ANDERSEN LLP
EXHIBIT 15
