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As filed with the Securities and Exchange Commission on April 26, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MGM GRAND, INC.
(Exact name of registrant 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,
including zip code)
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MGM GRAND, INC. 1997 NONQUALIFIED STOCK OPTION PLAN
MGM GRAND, INC. 1997 INCENTIVE STOCK OPTION PLAN
(Full title of the plans)
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SCOTT LANGSNER
SECRETARY/TREASURER
MGM GRAND, INC.
3799 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(702) 891-3333
(Name, address and telephone number, including area code of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
Title of Amount to be Proposed Proposed Amount of
securities to be registered(1) maximum maximum registration fee
registered offering price aggregate
per share(2) offering price(2)
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<S> <C> <C> <C> <C>
Common Stock, 3,600,000 $40.375 $145,350,000 $40,407.30
par value $.01
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</TABLE>
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee. This
estimate has been calculated in accordance with Rule 457 under the Securities
Act of 1933 and is based on the average of the high and low price per share as
reported on the New York Stock Exchange on April 19, 1999.
The Exhibit Index is located on page 8 of this Registration Statement.
This Registration Statement consists of 9 pages.
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<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by MGM Grand, Inc., a Delaware
corporation, relating to an additional 3,600,000 shares of its common stock,
issuable under the MGM Grand, Inc. 1997 Nonqualified Stock Option Plan and the
MGM Grand, Inc. 1997 Incentive Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of MGM Grand previously filed with the
Securities and Exchange Commission are hereby incorporated by reference into the
Registration Statement:
(a) MGM Grand's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the fiscal year
covered by MGM Grand's latest annual report or prospectus referred to in (a)
above;
(c) MGM Grand's definitive proxy statement, dated March 31, 1999,
filed pursuant to Section 14 of the Exchange Act; and
(d) The description of MGM Grand's Common Stock which is set forth on
page 53 of MGM Grand's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on January 21, 1999.
All reports and other documents subsequently filed by MGM Grand
pursuant to Sections 13(a) and (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 in this Registration
Statement and to be a part hereof from the date of 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 MGM Grand 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 MGM Grand
common stock, together with all other attorneys in such firm participating in
the preparation of this Registration Statement, beneficially own 8,820 shares of
MGM Grand's common stock.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
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, other than an action, suit or proceeding
in the name of the corporation, 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 or suit if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, except that
no indemnification may be made in respect to any cliam, 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 coproration, 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
the 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 Bylaws of MGM Grand provides for
indemnification of persons to the extent permitted by the Delaware General
Corporation Law.
In accordance with Section 102(b)(7) of the Delaware Law, the
Certificate of Incorporation, as amended, of MGM Grand limits the personal
liability of its directors for violations of their fiduciary duty. The
Certificate of Incorporation eliminates each director's liability to MGM Grand
or its stockholders for monetary damages except (i) for any breach of the
director's duty of loyalty to MGM Grand 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling MGM Grand
pursuant to the foregoing provisions, MGM Grand has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
4.1 MGM Grand, Inc. 1997 Nonqualified Stock Option Plan (incorporated by
reference to Exhibit 4.1 to MGM Grand's Registration Statement on Form
S-8 (File No. 333-42729) filed with the Securities and Exchange
Commission on December 19, 1997).
4.2 MGM Grand, Inc. 1997 Incentive Stock Option Plan (incorporated by
reference to Exhibit 4.2 to MGM Grand's Registration Statement on Form
S-8 (File No. 333-42729) filed with the Securities and Exchange
Commission on December 19, 1997).
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP.
23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP (set forth as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
ITEM 9. UNDERTAKINGS.
(a) MGM Grand 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;
(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;
(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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by MGM Grand pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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(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) MGM Grand hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of MGM Grand's annual
report on Form 10-K pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of MGM Grand pursuant to the foregoing provisions, or otherwise, MGM
Grand has been advised that in the opinion of the Securities and Exchange
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 MGM Grand of
expenses incurred or paid by a director, officer or controlling person of MGM
Grand 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, MGM Grand 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 for such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand 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 April 26, 1999.
MGM GRAND, INC.
By: /s/ J. Terrence Lanni
-----------------------
J. Terrence Lanni
Chairman of the Board and Chief
Executive Officer
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 date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ J. Terrence Lanni Chairman of the Board and April 26, 1999
- ------------------------ Chief Executive Officer
J. Terrence Lanni (Principal Executive Officer)
/s/ Alex Yemenidjian President, Chief Operating April 26, 1999
- ------------------------ Officer and Director
Alex Yemenidjian
/s/ James J. Murren Executive Vice President, April 26, 1999
- ------------------------ Chief Financial Officer and
James J. Murren Director (Principal Financial
and Accounting Officer)
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<PAGE>
/s/ James D. Aljian Director April 26, 1999
- ------------------------
James D. Aljian
/s/ Fred Benninger Director April 26, 1999
- ------------------------
Fred Benninger
/s/ Terry N. Christensen Director April 26, 1999
- ------------------------
Terry N. Christensen
________________________ Director April___, 1999
Glenn A. Cramer
________________________ Director April___, 1999
Willie D. Davis
________________________ Director April___, 1999
Alexander M. Haig, Jr.
________________________ Director April___, 1999
Kirk Kerkorian
________________________ Director April___, 1999
Walter M. Sharp
/s/ Jerome B. York Director April 26, 1999
- ------------------------
Jerome B. York
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
PAGE NUMBER IN
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT DESCRIPTION NUMBERED COPY
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<S> <C> <C>
4.1 MGM Grand, Inc. 1997 Nonqualified Stock Option Plan
(incorporated by reference to Exhibit 4.1 to MGM Grand's
Registration Statement on Form S-8 (File No. 333-42729)
filed with the Securities and Exchange Commission on
December 19, 1997).
4.2 MGM Grand, Inc. 1997 Incentive Stock Option Plan
(incorporated by reference to Exhibit 4.2 to MGM Grand's
Registration Statement on Form S-8 (File No. 333-42729)
filed with the Securities and Exchange Commission on
December 19, 1997).
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP.
23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP (set forth as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
</TABLE>
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EXHIBIT 5
[LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
APPEARS HERE]
April 26, 1999
MGM Grand, Inc.
3799 Las Vegas Blvd. South
Las Vegas, NV 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 3,600,000 shares (the "Shares") of the
Company's common stock, $.01 par value per share (the "Common Stock"), issuable
pursuant to the Company's 1997 Nonqualified Stock Option Plan and 1997 Stock
Option Incentive Plan (collectively, the "Options 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 April 26, 1999 (the "Registration
Statement").
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined and relied upon such documents,
instruments and agreements, and have made such legal and factual examinations
and inquiries, as we have deemed necessary or appropriate for purposes of the
opinion set forth below.
In rendering our opinion herein, we have assumed: the genuineness and
authenticity of all signatures on original documents submitted to us as
originals; the conformity to originals of all documents submitted to us as
copies or facsimiles; the continued accuracy of all certificates and other
documents from public officials dated earlier than the date of this letter; the
Registration Statement being declared effective by the Securities and Exchange
Commission; the issuance by any necessary regulatory agencies of all appropriate
permits, consents, approvals, authorizations and orders relating to the offer
and sale of the Shares in their respective jurisdictions; the offer and sale of
the Shares to be issued under the Option Plans in accordance with the terms
thereof and pursuant to the Registration Statement and 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 Option Plans.
<PAGE>
MGM Grand, Inc.
April 26, 1999
Page 2
With respect to the matters set forth below, we are relying as to certain
factual matters solely upon a certificate of an officer of the Company.
Our opinion herein is limited to the General Corporation Law of the State
of Delaware (based upon the latest unofficial compilation thereof available to
us) and the federal laws of the United States. We express no opinion whatsoever
with respect to the laws of any other jurisdiction and can assume no
responsibility for the applicability or effect of any such laws. In addition,
please be advised that Mr. Terry N. Christensen, a partner of Christensen,
Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, is a director of the Company.
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 those discussed herein without the written consent of
the undersigned; however, the undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement and to all references to the
undersigned in the Registration Statement.
Very truly yours,
CHRISTENSEN, MILLER, FINK, JACOBS
GLASER, WEIL & SHAPIRO, LLP
<PAGE>
EXHIBIT 23.2
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 report dated
February 1, 1999 included or incorporated by reference in MGM Grand, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 26, 1999
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