FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
MIRAGE RESORTS, INCORPORATED
(Exact name of registrant as specified in its charter)
Nevada 88-0058016
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Common Stock, $.004 par value New York Stock Exchange, Inc.
The Pacific Stock Exchange
If this Form relates to the registration of a class of
debt securities and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following
box. []
If this Form relates to the registration of a class of
debt securities and is to become effective simultaneously
with the effectiveness of a concurrent registration
statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following
box. []
Securities to be registered pursuant to Section 12(g) of the
Act:
None
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
As of June 18, 1996, the authorized capital stock
of Mirage Resorts, Incorporated (the "Company" or
the "Registrant") consisted of 1,125,000,000
shares of common stock, $.004 par value per share
(the "Common Stock"), of which 184,517,416 shares
were outstanding, and 5,000,000 shares of
preferred stock, $.10 par value per share (the
"Preferred Stock"), none of which had been issued.
Such information gives effect to a two-for-one split
of the Common Stock which became effective on June
17, 1996 and is payable on July 1, 1996.
COMMON STOCK
Holders of Common Stock have one vote per share,
the right to receive such dividends, if any, as
may be declared by the Board of Directors and the
right to receive net assets in liquidation after
payment of all amounts due to creditors and
holders of any Preferred Stock. Holders of the
Common Stock have no conversion rights and are not
entitled to any preemptive or subscription rights.
The Common Stock is not subject to any further
calls or assessments by the Company. The Common
Stock has noncumulative voting rights.
PREFERRED STOCK
The terms of the Preferred Stock, or any series
thereof, may be determined from time to time by
the Board of Directors. Such shares may be
convertible into Common Stock and may have a rank
superior to the Common Stock in the payment of
dividends, liquidation rights, voting and other
rights, preferences and privileges. Future shares
of Preferred Stock may be issued from time to time
by authorization of the Board of Directors of the
Company without submitting a proposal regarding
the issuance of such shares to the vote of holders
of the Common Stock. The Company has no present
plans to issue any shares of Preferred Stock.
LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
The Company's Restated Articles of Incorporation
provide that no director or officer shall be
personally liable to the Company or any
stockholder for damages for breach of fiduciary
duty as a director or officer, except for (i) acts
or omissions which involve intentional misconduct,
fraud or a knowing violation of law or (ii) the
payment of dividends in violation of the General
Corporation Law of Nevada (the "Corporation Law").
If the Corporation Law is amended or interpreted
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to eliminate or limit further the personal
liability of directors or officers, then the
liability of all directors and officers shall be
eliminated or limited to the full extent then so
permitted.
PROVISIONS REGARDING CHANGES IN CONTROL
The Company's Restated Articles of Incorporation
and By-laws provide for a classified, or
staggered, Board of Directors consisting of from
three to 11 members, the precise number to be
determined from time to time by the Board of
Directors. Currently, the size of the Board of
Directors is fixed at seven members, two or three
of whom are elected each year to serve three-year
terms. The Restated Articles of Incorporation
also provide that newly elected directors not
nominated by the Board of Directors must be found
suitable or qualified by the Nevada Gaming
Commission and the New Jersey Casino Control
Commission (the "New Jersey Commission"), and that
a director may not be removed from office, with or
without cause, without the vote of the holders of
80% or more of the outstanding shares of capital
stock entitled to vote (the "Voting Stock"). Any
person who acquires or proposes to acquire more
than 10% of the Voting Stock must also be found
suitable or qualified by the Nevada Gaming
Commission and the New Jersey Commission prior to
such acquisition. The By-laws provide that a
stockholder, as such, may not call a special
meeting of stockholders.
The Restated Articles of Incorporation provide
that the vote of the holders of 80% or more of the
Voting Stock is required to approve (i) the
merger, reorganization or consolidation of the
Company or a subsidiary with or into a holder of
5% or more of the Voting Stock, (ii) the sale,
lease or other disposition of all or any
substantial part of the assets of the Company or a
subsidiary to a holder of 5% or more of the Voting
Stock, (iii) the merger or consolidation of a
holder of 5% or more of the Voting Stock with or
into the Company or a subsidiary, (iv) the sale,
lease or other disposition of all or any
substantial part of the assets of a holder of 5%
or more of the Voting Stock to the Company or a
subsidiary or (v) the liquidation or dissolution
of the Company or a subsidiary, unless such
transaction is approved by a majority of certain
continuing directors, meets certain form or
consideration and minimum price requirements or
involves a corporation 50% or more of the voting
capital stock of which is owned by the Company and
none of which is owned by a holder of 5% or more
of the Voting Stock.
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Each of the provisions or laws described above may
have the effect of delaying or making it more
difficult to effect a change in control of the
Company.
Item 2. EXHIBITS
1. Certificate of Division of Shares into
Smaller Denominations Pursuant to N.R.S.
Section 78.207 of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
MIRAGE RESORTS, INCORPORATED
Date: June 18, 1996
By: BRUCE A. LEVIN
Bruce A. Levin
Vice President, General Counsel
and Assistant Secretary
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FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF
THE STATE OF NEVADA
JUN 05, 1996
NO. 508-49
DEAN HELLER, SECRETARY OF STATE
MIRAGE RESORTS, INCORPORATED
CERTIFICATE OF DIVISION OF SHARES
INTO SMALLER DENOMINATIONS
PURSUANT TO N.R.S. SECTION 78.207
Pursuant to Nevada Revised Statutes ("NRS") Section
78.207, the undersigned hereby certify as follows:
1. The Board of Directors of Mirage Resorts,
Incorporated, a Nevada corporation (the
"Corporation"), desiring to change the number of
shares of its authorized stock by increasing the
number of authorized shares thereof and
correspondingly increasing the number of issued
and outstanding shares of said authorized common
stock, agreed to do so by resolution adopted by
the Board of Directors of the Corporation without
obtaining the approval of stockholders, pursuant
to NRS Section 78.207, by a majority vote of the
directors of the Corporation at a duly called
meeting held on May 23, 1996.
2. In further compliance with NRS Section 78.207, the
undersigned additionally certify as follows:
(a) The current number of authorized shares of
common stock and the par value of said shares
before the change is Five Hundred Sixty-Two
Million Five Hundred Thousand (562,500,000),
$0.008 par value.
(b) The number of authorized shares of common
stock and the par value of said shares after
the change is One Billion One Hundred
Twenty-Five Million (1,125,000,000), $0.004
par value.
(c) The number of shares of common stock to be
issued after the change in exchange for each
issued share of common stock shall be two (2)
new shares in exchange for each one (1) share
outstanding.
EXHIBIT 1
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(d) No fractional shares will result from the
change.
(e) No stockholder approval is required in
connection with the foregoing.
(f) The change will be effective at the close of
business on June 17, 1996, a date which is
not more than ninety (90) days after this
Certificate will be filed.
3. The undersigned hereby confirm that they are the
duly elected and acting President and Assistant
Secretary, respectively, of the Corporation.
Dated the 4th day of June, 1996
STEPHEN A. WYNN
Stephen A. Wynn, President
BRUCE A. LEVIN
Bruce A. Levin
Assistant Secretary
State of Nevada )
County of Clark )
This instrument was acknowledged before me on June 4,
1996 by Stephen A. Wynn as President of Mirage Resorts,
Incorporated.
SUSAN M. WALKER
Notary Public
(Seal) (My commission expires:9/30/96)
NOTARY PUBLIC
STATE OF NEVADA
County of Clark
Susan M. Walker
My Appointment Expires Sept. 30, 1996
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