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As filed with the Securities and Exchange Commission on March 1, 1999
Registration No. 333-
================================================================================
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 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)
----------------------------
MGM GRAND, INC.
REPLACEMENT STOCK OPTION PLAN
MGM GRAND, INC.
DIRECTORS' REPLACEMENT STOCK OPTION PLAN
(Full title of the plan)
----------------------------
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)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Title of securities Amount to be Proposed Proposed Amount of
to be registered registered(1) maximum offering maximum registration fee
price per share(2) aggregate offering
price(2)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Common Stock, 736,104 37 31/32 $27,948,948 $7,770.00
par value $.10
========================================================================================================
</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 February 25, 1999.
The Exhibit Index is located on page 8 of this Registration Statement.
This Registration Statement consists of 8 pages.
<PAGE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by MGM Grand, Inc., a Delaware
corporation ("MGM Grand"), relating to 736,104 shares of its common stock,
issuable to eligible employees and directors of Primadonna Reseorts, Inc., a
Nevada corporation ("Primadonna"), pursuant to that certain Agreement and Plan
of Merger, dated as of December 2, 1998, by and among MGM Grand, MGM Grand
Acquisition Corp. and Primadonna under the MGM Grand, Inc. Replacement Stock
Option Plan and the MGM Grand, Inc. Directors' Replacement Stock Option Plan
(collectively, the "Plans").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of MGM Grand heretofore 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, 1997;
(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 May 5, 1998, filed
pursuant to Section 14 of the Exchange Act.
(d) MGM Grand's information statement, dated February 5, 1999, filed
pursuant to Section 14 of the Exchange Act.
(e) The description of MGM Grand's Common Stock which is contained in MGM
Grand's registration statement filed under Section 12 of the Securities Exchange
Act of 1934, including any and all amendments or reports filed for the purpose
of updating such description.
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.
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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.
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 persons, including
directors and officers, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), if, in connection with the matters in issue,
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interest of the corporation, and in connection with any
criminal suit or proceeding, if in connection with the matters at issue, they
had no reasonable cause to believe their conduct was unlawful. Section 145 also
permits a Delaware corporation to indemnify its officers and directors in an
action by or in the right of the corporation under the same conditions against
expenses incurred by such persons in connection with the defense or settlement
of such action, except no such indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful and the merits are otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses which such officer or director actually and reasonably
incurred.
Article II, Section 12 of the Bylaws of MGM Grand, Inc. 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, Inc. 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, Inc. or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to MGM Grand, Inc. 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
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<PAGE>
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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 MGM Grand, Inc. Replacement Stock Option Plan. (Incorporated by reference
to Appendix A to MGM Grand, Inc.'s information statement, dated February
5, 1999)
4.2 MGM Grand, Inc. Directors' Replacement Stock Option Plan. (Incorporated
by reference to Appendix B to MGM Grand, Inc.'s information statement,
dated February 5, 1999.
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;
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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.
(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 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 Act and will be governed by the final adjudication for such
issue.
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<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, 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 March 1, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Alex Yemenidjian President, Chief Operating March 1, 1999
- -------------------------- Officer and Director
Alex Yemenidjian
/s/ J. Terrence Lanni Chairman of the Board and March 1, 1999
- -------------------------- Chief Executive Officer
J. Terrence Lanni (Principal Executive Officer)
/s/ James J. Murren Executive Vice President, March 1, 1999
- -------------------------- Chief Financial Officer and
James J. Murren Director (Principal Financial
and Accounting Officer)
/s/ James D. Aljian Director March 1, 1999
- --------------------------
James D. Aljian
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Fred Benninger Director March 1, 1999
- --------------------------
Fred Benninger
/s/ Terry N. Christensen Director March 1, 1999
- --------------------------
Terry N. Christensen
Director
- --------------------------
Glenn A. Cramer
/s/ Willie D. Davis Director March 1, 1999
- --------------------------
Willie D. Davis
Director
- --------------------------
Alexander M. Haig, Jr.
Director
- --------------------------
Kirk Kerkorian
Director
- --------------------------
Walter M. Sharp
/s/ Jerome B. York Director March 1, 1999
- --------------------------
Jerome B. York
</TABLE>
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<PAGE>
EXHIBIT INDEX
-------------
Page Number In
Exhibit Sequentially
Number Exhibit Description Numbered Copy
- ------ ------------------- --------------
4.1 MGM Grand, Inc. Replacement Stock Option Plan. (Incorporated by reference
to Appendix A to MGM Grand, Inc.'s information statement, dated February
5, 1999).
4.2 MGM Grand, Inc. Directors' Replacement Stock Option Plan. (Incorporated
by reference to Appendix B to MGM Grand, Inc's information statement,
dated February 5, 1999 ).
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.
-8-
<PAGE>
EXHIBIT 5
[LETTERHEAD OF CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP]
March 1, 1999
MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, NV 89109
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
You have requested our opinion in connection with the issuance by MGM
Grand, Inc., a Delaware corporation (the "Company"), of shares of the Company's
Common Stock, $0.01 par value per share (the "Shares"), in connection with the
Option Plans (as defined). The Shares are the subject of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission on March 1, 1999.
The Shares are to be issued in connection with the MGM Grand, Inc.
Replacement Stock Option Plan and the MGM Grand, Inc. Directors' Replacement
Stock Option Plan (collectively, the "Option Plans"). The Option Plans were
adopted by the Executive Committee of the Board of Directors of the Company and
by the Company's shareholders in February 1999.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined and relied upon copies, unless
otherwise stated, of the following documents: (i) the Certificate of
Incorporation and By-laws of the Company, as amended to date; (ii) minutes and
resolutions of the Executive Committee of the Company's Board of Directors
relating to the Option Plans including without limitation, the authorization and
issuance of the Shares; (iii) the Registration Statement; and (iv) such other
documents, instruments and agreements as we have deemed necessary or appropriate
as a basis for the opinion set forth below.
In rendering our opinion herein, we have assumed, with your permission: the
genuineness and authenticity of all signatures on original documents submitted
to us; the authenticity of all 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 appropriate permits,
consents, approvals, authorizations and orders relating to the offering and sale
of the Shares; the offer and sale of the Shares being made in the manner set
forth in the Registration Statement and pursuant to said permits, consents
approvals, authorizations and orders. In addition,
<PAGE>
MGM Grand, Inc.
March 1, 1999
Page 2
we have made such legal and factual examinations and inquiries as we have deemed
necessary or appropriate for purposes of this opinion.
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 opinions herein are 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 on and subject to the foregoing, it is our opinion that, when issued,
the Shares will be validly issued, fully paid and non-assessable.
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, and the references to the undersigned contained in,
the Registration Statement.
Very truly yours,
/s/ Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
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 reports, dated
January 28, 1998, included or incorporated by reference in MGM Grand, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1997 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSON LLP
Las Vegas, Nevada
February 26, 1999
