<PAGE>
As filed with the Securities and Exchange Commission on March 7, 1997
Registration No. __________
________________________________________________________________________________
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.
EMPLOYEE STOCK BONUS PLAN
(Full title of the Plans)
_____________________________________
SCOTT LANGSNER
Secretary and Treasurer
MGM GRAND, INC.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Name 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,
$.01 par value 106,000 shares $34.3125(1) $3,637,125(1) $1,103(1)
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 March 6, 1997.
<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, 1995;
(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 with respect to the
Common Stock under the Exchange Act.
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
Terry N. Christensen, a director of the Registrant and a partner of
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, which is
rendering an opinion in connection herewith as to the validity of the
Registrant's Common Stock, together with all other attorneys in such firm
participating in the preparation of this Registration Statement, beneficially
own an aggregate of 2,100 shares of Common Stock.
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
II - 1
<PAGE>
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 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 of persons to the extent permitted by the Delaware General
Corporation Law.
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 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 provision 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 $15,000,000.00. Such policies expire on October 31, 1997.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
4. MGM Grand, Inc. Employee Stock Bonus Plan.
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<PAGE>
5. Legal opinion and consent of Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP.
23(a). Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP (set forth as part of Exhibit 5 above)
23(b). Consent of Arthur Andersen LLP.
Item 9. UNDERTAKINGS
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 of 1933, as amended (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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
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<PAGE>
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.
(4) 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.
(5) 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.
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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 this 20th day of
February, 1997.
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.
<TABLE>
<S> <C>
Dated: February 20, 1997 /s/ J. TERRENCE LANNI
------------------------------------
J. Terrence Lanni
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
Dated: February 20, 1997 /s/ ALEX YEMENIDJIAN
-------------------------------------
Alex Yemenidjian
President, Chief Operating Officer
and Chief Financial Officer and
Director (Principal Financial and
Accounting Officer)
Dated: February 20, 1997 /s/ FRED BENNINGER
-------------------------------------
Fred Benninger
Vice Chairman of the Board of
Directors
Dated: February 20, 1997 /s/ JAMES D. ALJIAN
-------------------------------------
James D. Aljian
Director
</TABLE>
II - 5
<PAGE>
<TABLE>
<S> <C>
Dated: February 20, 1997 /s/ TERRY N. CHRISTENSEN
-------------------------------------
Terry N. Christensen
Director
Dated: -------------------------------------
Glenn A. Cramer
Director
Dated: -------------------------------------
Willie D. Davis
Director
Dated: -------------------------------------
Alexander M. Haig, Jr.
Director
Dated: -------------------------------------
Kirk Kerkorian
Director
Dated: February 20, 1997 /s/ WALTER M. SHARP
-------------------------------------
Walter M. Sharp
Director
Dated: February 20, 1997 /s/ JEROME B. YORK
-------------------------------------
Jerome B. York
Director
</TABLE>
II - 6
<PAGE>
EXHIBIT 4
---------
MGM GRAND, INC.
EMPLOYEE STOCK BONUS PLAN
Section 1. Purpose. The purpose of the MGM Grand, Inc. Employee Stock Bonus
-------
Plan (the "Plan") is to promote the interests of the Company and its
stockholders, by rewarding the Company's employees and providing them with a
proprietary interest in the Company. Management believes that such proprietary
interests should increase the personal interest and efforts of employees in
providing for the continued success and progress of the business of the Company
and enhance the Company's efforts to attract and retain competent employees.
Section 2. Eligibility. All individuals who are employees of the Corporation
-----------
on May 7, 1996 and who continuously remain employees of the Company up to and
including May 7, 1997 ("Participants") are eligible to receive the bonus
provided for under the Plan.
Section 3. The Stock Bonus. All Participants shall be issued 15 shares (the
---------------
"Shares") of the Company's common stock, par value $.01 (the "Common Stock"),
subject to the terms and conditions provided herein. The aggregate number of
the shares of Common Stock which may be awarded under the Plan shall not exceed
120,000. The Common Stock issuable hereunder may be issued from the authorized
but unissued shares of the Company's Common Stock or from shares of Common Stock
reacquired by the Company and held in treasury.
Section 4. Administration. The Plan shall be administered by the Board of
--------------
Directors of the Company (the "Board"). The Board is authorized to interpret the
Plan and to adopt such rules, regulations, and procedures as it, in its sole and
absolute discretion, may deem appropriate to carry out the purposes of the Plan,
including rules and regulations necessary to comply with Rule 16(b)(3) under the
Securities Exchange Act of 1934. Decisions of the Board in connection with the
administration of the Plan shall be final, conclusive, and binding upon all
parties, including the Company, stockholders and employees.
Subject to the terms, provisions, and conditions provided herein, the Board
shall have the sole discretion and authority to determine (a) the employees
eligible to receive bonuses pursuant to the Plan and (b) the time when the
bonuses will be paid.
The Board shall have full power to delegate to any officer or employee of
the Company the authority to administer and interpret the procedural aspects of
the Plan, subject to the Plan's terms, including adopting rules to decide
procedural and administrative issues. The Board may rely on opinions, reports or
statements of officers or employees of the Company and of Company counsel,
public accountants and other professional or expert persons.
<PAGE>
Section 5. Other Terms and Conditions.
--------------------------
Section 5.1 Nothing in this Plan shall require the Company to issue or
transfer any shares if such issuance or transfer would, in the opinion of
the Board, constitute or result in a violation of any applicable statute or
regulation of any relevant jurisdiction relating to disposition of
securities.
Section 5.2 Unless otherwise determined by the Board, the Plan shall be
unfunded and shall not create or be construed to create a trust of a
separate fund. The Plan shall not establish any fiduciary relationship
between the Company and any Participant or other person.
Section 5.3 No person shall have any claim or right to be granted shares
of Common Stock under the Plan. No person shall have any claim or right to
continued employment by the Company by reason of the Plan or any action
taken hereunder.
Section 5.4 Income realized as a result of an award of stock shall not be
included in the Participant's earnings for purpose of any benefit plan in
which the Participant may be enrolled or for which the recipient may become
eligible unless otherwise specifically provided for in such plan.
Section 5.5 The Company may deduct from any award, or from the
Participant's payroll, any applicable withholding taxes or any amounts owed
by the employee to the Company.
Section 6. Effective Date and Term of Plan. The effective date of the Plan
-------------------------------
shall be May 7, 1996. No awards of Common Stock may be made under the Plan
after May 7, 1997.
Section 7. Choice of Law. The validity, construction, interpretation,
-------------
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of Delaware.
<PAGE>
[LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP]
March 6, 1997
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 106,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share ("Common Stock"), issuable
pursuant to the Company's Employee Stock Bonus Plan (the "Plan"). 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 March 7, 1997 (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 Plan 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 Plan and pursuant to said
permits, consents, approvals, authorizations and orders; and the reservation by
the Company of a sufficient number of shares of Common Stock for issuance under
the Plan.
Based upon the foregoing, it is our opinion that the Shares, when issued,
will be legally issued, fully paid and nonassessable.
EXHIBIT 5
<PAGE>
MGM Grand, Inc.
March 6, 1997
Page 2
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,
/s/ Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER,
WEIL & SHAPIRO, LLP
<PAGE>
EXHIBIT 23(b)
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
January 31, 1996 included in MGM Grand, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1995 and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
March 5, 1997
