As filed with the Securities and Exchange Commission, via
EDGAR, on July 20, 1998
File No. 333-___
_________________________________________________________
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 (I.R.S. Employer
incorporation or organization) Identification No.)
_______________
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
_______________
1998 Stock Option and Stock Appreciation Rights Plan
Special Stock Option Agreement
(Full title of each 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
<PAGE>
<TABLE>
___________________________________________________________________
<S> <C> <C>
Proposed Maximum
Title of Securities Amount to Offering
to be Registered be Registered Price per Share
Common Stock,
$.004 Par Value 5,500,000 shares (1) $21.2642(2)
Proposed Maximum
Aggregate Amount of
Offering Price Registration Fee
$116,953,329(2) $34,502
___________________________________________________________________
(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 plans to which this Registration
Statement relates.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h)(1) under the
Securities Act of 1933, based upon the weighted-average
exercise price of outstanding stock options granted under the
plans and, with respect to stock options and stock appreciation
rights available for future grant, based upon the average of
the high and low prices per share of the Common Stock on
the New York Stock Exchange Composite Tape on July 17, 1998.
</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, 1997;
(b) The Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1998;
(c) The Registrant's Current Reports on Form 8-K
dated December 22, 1997, January 8, 1998 and February 2,
1998; 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 28, 1980, as amended by Amendment No. 4 thereto, filed
on June 19, 1996.
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 a 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 options to purchase 209,000 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
II-1
<PAGE>
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
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.
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 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 State-
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<PAGE>
ment: (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, 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 State-
ment; 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 regis-
tration 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 pro-
ceeding) 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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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
20th day of July, 1998.
MIRAGE RESORTS, INCORPORATED
STEPHEN A. WYNN
By: ________________________________
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, July 20, 1998
Stephen A. Wynn President and Chief
Executive Officer
(Principal Executive
Officer)
II-4
<PAGE>
Signature Title Date
DANIEL R. LEE
_________________________ Senior Vice President- July 20, 1998
Daniel R. Lee Finance and Development,
Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
ELAINE P. WYNN
_________________________ Director July 20, 1998
Elaine P. Wynn
MELVIN B. WOLZINGER
_________________________ Director July 20, 1998
Melvin B. Wolzinger
RONALD M. POPEIL
__________________________ Director July 20, 1998
Ronald M. Popeil
DANIEL B. WAYSON
__________________________ Director July 20, 1998
Daniel B. Wayson
GEORGE J. MASON
__________________________ Director July 20, 1998
George J. Mason
RICHARD D. BRONSON
__________________________ Director July 20, 1998
Richard D. Bronson
II-5
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation in this Registration Statement on Form S-8
of our report dated March 16, 1998, included in Mirage Resorts,
Incorporated's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997 and to all references to our firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
July 13, 1998
II-6
July 20, 1998
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 delivered in connection with the registration
under the Securities Act of 1933, as amended (the "Securities
Act"), of an aggregate of 5,500,000 shares of the Company's Common
Stock, $.004 par value (the "Shares"), issuable upon exercise of
stock options or stock appreciation rights granted or subject to
grant under the Company's 1998 Stock Option and Stock Appreciation
Rights Plan (the "1998 Plan") and the Special Stock Option Agreement,
dated as of June 22, 1998, between the Company and Sandy Gallin
(the "Special Agreement"). 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 1998 Plan;
(d) the Special Agreement;
(e) certain resolutions adopted by the Board of Directors
and the stockholders of the Company; and
(f) 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 forms of prospectuses
which constitute 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
EXHIBIT 5
<PAGE>
Mirage Resorts, Incorporated
July 20, 1998
Page Two
statements made to me in connection therewith, or the
veracity of such representations. I have assumed without
independent verification (i) the genuineness of all 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, photostatic or facsimile 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 1998 Plan or the
Special Agreement, as the case may be, will be duly and validly
issued, fully paid and nonassessable shares of Common Stock of
the Company.
I hold options to purchase 209,000 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
We are aware that Mirage Resorts, Incorporated has
incorporated by reference in its Registration Statement on
Form S-8 its Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, which includes our report dated May 8,
1998 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.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
July 13, 1998
EXHIBIT 15
