<PAGE>
As filed with the Securities and Exchange Commission on January 12, 1996
Registration No. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
MGM GRAND, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 88-0215232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3799 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
___________________________________
MGM GRAND, INC.
NONQUALIFIED STOCK OPTION PLAN
MGM GRAND, INC.
INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
_____________________________________
SCOTT LANGSNER
Secretary/Treasurer
MGM GRAND, INC.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Named and address of agent for service)
(702) 891-3333
(Telephone number, including area code, of agent for service)
_____________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Common Stock, 2,500,000 shares $28.4375(1) $71,093,750(1) $24,515.09(1)
$.01 par value
per share
================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, based upon the average of the high and low prices of the Common
Stock reported in the consolidated reporting system on January 9, 1996.
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EXPLANATORY NOTE
The contents of Registration Statement on Form S-8 (File No. 33-35023) of
MGM Grand, Inc. is incorporated herein by this reference pursuant to Instruction
E to Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by MGM Grand, Inc. (the "Registrant") are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above;
(c) The description of the Registrant's Common Stock, $.01 par value per
share, contained in the Registrant's Registration Statement on Form 8-A dated
April 20, 1988.
All 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
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law 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 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
1
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or suit if 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, except that no
indemnification may be made in respect of 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 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 Registrant's Bylaws provides for
indemnification to the fullest and broadest extent permitted by law of all
persons whom it may indemnify pursuant thereto.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In accordance with the Delaware General Corporation Law, the Registrant's
Certificate of Incorporation, as amended, limits the personal liability of its
directors for violations of their fiduciary duty. The Certificate of
Incorporation eliminates each director's liability to the Registrant or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Registrant 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 General Corporation
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 amendment
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.
The Registrant carries Directors and Officers Liability Insurance Policies
with a limit of $15,000,000. Such policies expire on October 31, 1996.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
2
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Item 8. EXHIBITS
5 Opinion (and consent) of Christensen, White, Miller, Fink,
Jacobs, Glaser & Shapiro
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Christensen, White, Miller, Fink, Jacobs, Glaser &
Shapiro (set forth as part of Exhibit 5 above).
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 thereof) 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 Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
-------- -------
information required to be included in a post-effective amendment by those
paragraphs 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.
3
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(b) The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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.
4
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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 this 10th day of
January, 1996.
MGM GRAND, INC.
(REGISTRANT)
By: /s/ J. Terrence Lanni
---------------------
J. Terrence Lanni
Chairman of the Board of Directors
and Chief Executive Officer
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
- --------- ----- ----
/s/ J. Terrence Lanni Chairman of the Board January 10, 1996
- --------------------- of Directors and Chief
J. Terrence Lanni Executive Officer
(Principal Executive
Officer)
/s/ Fred Benninger Vice Chairman of January 10, 1996
- --------------------- the Board of Directors
Fred Benninger
/s/ Alex Yemenidjian President, Chief January 10, 1996
- --------------------- Operating Officer and
Alex Yemenidjian Chief Financial Officer
and Director (Principal
Financial and Accounting
Officer)
/s/ James D. Aljian Director January 10, 1996
- ----------------------
James D. Aljian
5
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Signature Title Date
- --------- ----- ----
/s/ Terry N. Christensen Director January 10, 1996
- ------------------------
Terry N. Christensen
Director
- ------------------------
Glenn A. Cramer
/s/ Willie D. Davis Director January 10, 1996
- ------------------------
Willie D. Davis
Director
- ------------------------
Alexander M. Haig, Jr.
Director
- ------------------------
Lee A. Iacocca
Director
- ------------------------
Kirk Kerkorian
/s/ Walter M. Sharp Director January 10, 1996
- ------------------------
Walter M. Sharp
Director
- ------------------------
E. Parry Thomas
- ------------------------ Director
Jerome B. York
6
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EXHIBIT 5
[LETTERHEAD OF CHRISTENSEN, WHITE, MILLER, FINK, JACOBS, GLASER & SHAPIRO]
January 9, 1996
MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Gentlemen:
You have requested our opinion, as counsel for MGM Grand, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,500,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share ("Common Stock"), issuable
pursuant to the Company's Nonqualified Stock Option Plan and the Company's
Incentive Stock Option Plan (collectively, the "Option Plans"). The Shares are
the subject of the Company's Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission on or about January 12, 1996 (the
"Registration Statement").
In rendering our opinion herein, we have assumed the satisfaction of the
following conditions: the issuance of the Shares to be issued under the Option
Plans and all stock option agreements entered into in connection therewith in
accordance with the terms thereof; the issuance by any applicable regulatory
agencies of all appropriate permits, consents, approvals, authorizations and
orders relating to the issuance and sale of the Shares in their respective
jurisdictions; the Registration Statement becoming effective; the offering and
sale of the Shares in the manner set forth in the Option Plans and pursuant to
said permits, consents, approvals, authorizations and orders; the reservation by
the Company of a sufficient number of shares of Common Stock for issuance upon
exercise of outstanding options under the Option Plans; and the receipt by the
Company of full consideration for the Common Stock issued under the Option Plans
in accordance with the respective terms of the Option Plans and all stock option
agreements entered into in connection therewith. In addition, our opinion herein
is subject to applicable
<PAGE>
MGM Grand, Inc.
January 9, 1996
Page 2
bankruptcy, reorganization, insolvency, fraudulent, conveyance, moratorium or
other laws affecting creditors' rights generally from time to time in effect,
and Delaware law and regulations, and no opinion is being rendered as to the
availability of specific performance, injunctive remedies or other forms of
equitable relief.
Based upon the foregoing, it is our opinion that the Shares, when issued,
will be legally 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 the Registration Statement without our prior written
consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm contained therein.
Very truly yours,
CHRISTENSEN, WHITE, MILLER, FINK, JACOBS
GLASER & SHAPIRO
<PAGE>
EXHIBIT 23(A)
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 reports dated
February 17, 1995 included in MGM Grand, Inc.'s 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
January 12, 1996
