Post Effective Amendment #1
As filed with the Securities and Exchange Commission on January 24, 2003
Registration No. 333-89190
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
POST EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
MGM MIRAGE
(Exact name of registrant specified in its charter)
 
Delaware
  
88-0215232
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer Identification No.)
 
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices, including zip code)
 
2002 RESTRICTED STOCK PLAN
(Full title of the plan)
 
GARY N. JACOBS, ESQ.
Executive Vice President, General Counsel and Secretary
MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Name, address and telephone number, including area code of agent for service)
 
CALCULATION OF REGISTRATION FEE
 
Title of securities to be registered
   
Amount to be registered(1)
     
Proposed maximum offering price per share
   
Proposed maximum aggregate offering price(2)
     
Amount of registration fee(2)
Common Stock, par value $0.01
   
1,000,000 shares
     
$
38.41
   
$
38,410,000
     
$
3,534
 
(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)
 
Previously paid.
 

INTRODUCTION
 
The purpose of this Amendment No. 1 to MGM MIRAGE’s Registration Statement on Form S-8 (File No. 333-89190) is to deregister the remaining 103,000 shares of common stock reserved under its 2002 Restricted Stock Plan (the “Plan”). On November 12, 2002, MGM MIRAGE’s Compensation and Stock Option Committee approved an amendment to the Plan, which provided that (i) no further grants of restricted stock could be made under the Plan, and (ii) to the extent any existing grants of restricted stock under the Plan lapse in accordance with the Plan, such shares underlying the lapsed grant will be returned to the status of treasury shares and will not be available for re-issuance under the Plan.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM MIRAGE 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 January 21, 2003.
 
MGM MIRAGE
By:
  
/s/    GARY N. JACOBS         
   
Gary N. Jacobs
Executive Vice President,
General Counsel and Secretary
 
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         
J. Terrence Lanni
   
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
  
January 21, 2003
/S/    JAMES J. MURREN         
James J. Murren
   
President, Chief Financial
Officer, Treasurer and
Director (Principal Financial
and Accounting Officer)
  
January 21, 2003

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Signature
   
Title
  
Date
/s/    GARY N. JACOBS        
Gary N. Jacobs
   
Executive Vice President,
General Counsel, Secretary
and Director
  
January 21, 2003
/S/    JAMES D. ALJIAN         
James D. Aljian
   
Director
  
January 21, 2003
Robert H. Baldwin
   
Director
  
January     , 2003
/S/    FRED BENNINGER       
Fred Benninger
   
Director
  
January 21, 2003
/S/    TERRY N. CHRISTENSEN         
Terry N. Christensen
  
Director
  
January 22, 2003
Willie D. Davis
   
Director
  
January     , 2003
/S/    ALEXANDER M. HAIG, JR.         
Alexander M. Haig, Jr.
  
Director
  
January 21, 2003
Alexis M. Herman
   
Director
  
January     , 2003
/S/    ROLAND HERNANDEZ         
Roland Hernandez
   
Director
  
January 20, 2003
Kirk Kerkorian
   
Director
  
January     , 2003
 

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Signature
   
Title
  
Date
/s/    GEORGE MASON         
George Mason
   
Director
  
January 21, 2003
Ronald M. Popeil
   
Director
  
January     , 2003
John T. Redmond
   
Director
  
January     , 2003
/S/    DANIEL M. WADE
Daniel M. Wade
   
Director
  
January 23, 2003
/S/    DANIEL B. WAYSON         
Daniel B. Wayson
   
Director
  
January 21, 2003
/S/    MELVIN B. WOLZINGER         
Melvin B. Wolzinger
   
Director
  
January 21, 2003
  /S/    ALEX YEMENIDJIAN
Alex Yemenidjian
   
Director
  
January 21, 2003
 
 

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