<PAGE>
As filed with the Securities and Exchange Commission,
via EDGAR, on August 1, 1997
Registration No. 333-
- - -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
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 incorporation (I.R.S. Employer Identification
or organization) Number)
--------------------
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 791-7111
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
--------------------
Bruce A. Levin, Esquire
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 791-7111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Please send a copy of all correspondence to:
Howell J. Reeves, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, Pennsylvania 19102
(215) 977-2000
--------------------
Approximate date of commencement of the proposed sale to
the public: From time to time after this Registration
Statement becomes effective.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: / x /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / x / (File No.
333-07261)
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: / / ________
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box: / /
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED (1) PER SECURITY (2) PRICE (2) FEE
- - ---------------------------------------------------------------------------------------------------
Debt Securities............. $50,000,000 100% $50,000,000 $15,152
</TABLE>
================================================================================
(1) In no event will the aggregate initial offering price of the Securities
registered hereby exceed $50,000,000, or the equivalent thereof in one
or more foreign currencies or composite currencies, including European
currency units.
(2) Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(o) under the Securities Act.
- - --------------------------------------------------------------------------------
<PAGE>
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-3 (File No. 333-07261) filed by Mirage Resorts,
Incorporated on June 28, 1996 with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), is
incorporated by reference into this Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the
undersigned Registrant certifies as follows:
(i) the Registrant or its agent has instructed the
Registrant's bank or a wire transfer service to transmit to the
Commission the applicable filing fee by a wire transfer of such amount
from the account of the Registrant or its agent to the Commission's
account at Mellon Bank as soon as practicable but no later than the
close of the next business day following the filing of this Rule 462(b)
registration statement;
(ii) the Registrant or its agent will not revoke such
instructions; and
(iii) the Registrant or its agent has sufficient funds in
such account to cover the amount of such filing fee.
The Registrant further undertakes that, if such instructions have been
sent after the close of business of such bank or wire transfer service, it
will confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 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
31st day of July, 1997.
MIRAGE RESORTS, INCORPORATED
By: /s/ 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, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C>
/s/ Stephen A. Wynn Chairman of the Board, President July 31, 1997
- - --------------------------------- and Chief Executive Officer
Stephen A. Wynn (Principal Executive Officer)
/s/ Daniel R. Lee Senior Vice President - July 31, 1997
- - --------------------------------- Finance and Development,
Daniel R. Lee Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
/s/ Elaine P. Wynn Director July 31, 1997
- - ---------------------------------
Elaine P. Wynn
/s/ Melvin B. Wolzinger Director July 31, 1997
- - ---------------------------------
Melvin B. Wolzinger
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C>
/s/ Ronald M. Popeil Director July 31, 1997
- - ---------------------------------
Ronald P. Popeil
/s/ Daniel B. Wayson Director July 31, 1997
- - ---------------------------------
Daniel B. Wayson
/s/ George J. Mason Director July 31, 1997
- - ---------------------------------
George J. Mason
/s/ Richard D. Bronson Director July 31, 1997
- - ---------------------------------
Richard D. Bronson
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
ITEM DESCRIPTION
---- -----------
5 Opinion and Consent of Peter C. Walsh, Esquire.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Peter C. Walsh, Esquire (included in Exhibit
5).
24 Powers of Attorney (see pages II-1 and II-2).
II-3
<PAGE>
Exhibit 5
July 30, 1997
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Mirage Resorts, Incorporated
Registration Statement on Form S-3
----------------------------------
Gentlemen:
I am Assistant General Counsel of Mirage Resorts, Incorporated, a Nevada
corporation (the "Company"). In such capacity, I have reviewed the Registration
Statement on Form S-3 (together with all exhibits thereto and documents
incorporated by reference therein, the "Registration Statement") in the form
proposed to be filed by the Company with the Securities and Exchange Commission
(the "Commission"). The Registration Statement relates to the issuance and sale
from time to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of debt securities of the Company with an aggregate initial
public offering price of up to $50,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies, which may be any of senior
secured debt securities, senior unsecured debt securities, senior subordinated
debt securities or subordinated debt securities, in one or more series (the
"Offered Securities"), which in each case are to be issued under an indenture
(an "Indenture" and, collectively with any other indentures relating to other
Debt Securities, the "Indentures") to be entered into between the Company and an
institution to be designated prior to the issuance of any Debt Securities under
such Indenture to serve as trustee thereunder (a "Trustee" and, collectively
with the trustees, if any, under other Indentures, the "Trustees").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
For the purpose of rendering this opinion, I have examined (i) the
Registration Statement relating to the Offered Securities; (ii) the Company's
Registration Statement on Form S-3 (Commission File No. 333-07261) declared
effective by the Commission on July 12, 1996 (the "Prior Registration
Statement"); (iii) the form of Indenture filed as an exhibit to the Prior
Registration Statement; (iv) the Restated Articles of Incorporation of the
Company, as amended to date (the "Articles of Incorporation"); (v) the Bylaws of
the Company as currently in effect (the "Bylaws"); and (vi) certain resolutions
adopted by the Board of Directors of the Company (the "Board of Directors")
relating to the issuance of the Offered Securities. I have also examined
originals or copies, certified or otherwise identified to my satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others and such other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed without independent verification (i) the
legal capacity of all natural persons, (ii) the genuineness of all signatures,
(iii) the authenticity of all documents submitted to me as originals, (iv) the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
latter documents and (v) the power and authority of all persons other than the
Company signing such documents to execute, deliver and perform such documents,
and the valid authorization, execution and delivery of such documents by such
other persons. As to any facts material to the opinions expressed herein which
were not independently established or verified, I have relied upon oral or
written statements and representations of officers or other representatives of
the Company and others.
I am admitted to the Bar in the State of Nevada and I do not express any
opinion as to the laws of any other jurisdiction other than the federal laws of
the United States of America to the extent referred to specifically herein. The
Offered Securities may be issued from time to time on a delayed or continuous
basis, and this opinion is limited to the laws, including applicable rules and
<PAGE>
Mirage Resorts, Incorporated
July 30, 1997
Page 2
regulations, in effect on the date hereof. I assume no obligation to update
such opinion.
Based upon and subject to the foregoing, such examinations of law and such
other matters as I have deemed relevant under the circumstances, I am of the
opinion that, as of the date hereof:
1. The form of Indenture filed as an exhibit to the Prior Registration
Statement (the "Basic Indenture") has been duly authorized by the Board of
Directors. The Basic Indenture and each other Indenture in the form of the
Basic Indenture, as modified in accordance with duly adopted resolutions of the
Board of Directors to reflect the additional terms applicable to the Offered
Securities to which such Indenture relates, when executed and delivered by the
Company, will be a valid and binding agreement, enforceable against the Company
in accordance with its terms, except to the extent that enforcement thereof may
be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity), (c) requirements that a claim with respect to any Offered Securities
denominated other than in United States dollars (or a judgment denominated other
than in United States dollars in respect of such claim) be converted into United
States dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law and (d) governmental authority to limit, delay or prohibit the
making of payments outside the United States or in foreign currency or composite
currency.
2. With respect to any series of Offered Securities, when (i) if the
Offered Securities are to be sold pursuant to a firm commitment underwritten
offering, the underwriting agreement with respect to the Offered Securities (the
"Underwriting Agreement") has been duly authorized, executed and delivered by
the Company and the other parties thereto; (ii) if the Offered Securities are to
be sold on an agency basis, the distribution agreement with respect to the
Offered Securities (the "Distribution Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iii) the
Board of Directors, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate action to
approve the issuance and terms of the Offered Securities and related matters;
(iv) the terms of the Offered Securities and of their issuance and sale have
been duly established in conformity with the Indenture relating thereto so as
not to violate any applicable law, the Articles of Incorporation or Bylaws or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; (v) the
applicable Indenture has been duly executed and delivered by the Company and the
Trustee thereunder; and (vi) the Offered Securities have been duly executed and
authenticated in accordance with the provisions of the applicable Indenture and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Offered Securities, when issued and sold in
accordance with the applicable Indenture and the related Underwriting Agreement
or Distribution Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally, (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity), (c)
requirements that a claim with respect to any Offered Securities denominated
other than in United States dollars (or a judgment denominated other than in
United States dollars in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law and (d) governmental authority to limit, delay or prohibit the
making of payments outside the United States or in foreign currency or composite
currency.
I note that, as of the date hereof, a judgment for money in an action
based on an Offered Security denominated in a foreign currency, currency unit or
composite currency in a federal or state court in the United States ordinarily
would be enforced in the United States only in United States dollars. The date
<PAGE>
Mirage Resorts, Incorporated
July 30, 1997
Page 3
used to determine the rate of conversion of the foreign currency, currency unit
or composite currency in which a particular Offered Security is denominated into
United States dollars will depend upon various factors, including which court
renders the judgment.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. I also consent to the reference to me
under the heading "Legal Matters" in the Prior Registration Statement and to the
incorporation by reference of the information in the Prior Registration
Statement into 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.
As of the date hereof, I hold options to purchase 209,000 shares of the
Company's common stock.
Very truly yours,
PETER C. WALSH
Assistant General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
March 7, 1997, included in Mirage Resorts, Incorporated's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 and to all references
to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
July 28, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 11, 1994 on our audit
of the consolidated statements of income, stockholders' equity and cash flows,
and the financial statement schedule of Mirage Resorts, Incorporated for the
year ended December 31, 1993, included in the Annual Report on Form 10-K for
the year ended December 31, 1995 of Mirage Resorts, Incorporated. We also
consent to the reference to our firm in the Prospectus included in this
Registration Statement under the caption "Experts."
/c/ COOPERS & LYBRAND L.L.P.
- - ----------------------------
COOPERS & LYBRAND L.L.P.
Las Vegas, Nevada
July 31, 1997
