UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 7, 2006
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation or organization)
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0-16760
(Commission File Number)
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88-0215232
(I.R.S. Employer
Identification No.) |
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3600 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices)
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89109
(Zip Code) |
(702) 693-7120
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01(b): Failure to Satisfy a Continued Listing Rule or Standard
MGM MIRAGE, a Delaware corporation (the Company), filed as exhibits to its Annual Report on
Form 10-K for fiscal year ended December 31, 2005, the certification of the Companys chief
executive officer and chief financial officer required to be filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as amended (Certifications). However, in the Companys Annual Report
to its stockholders provided in connection with the Companys 2006 Annual Meeting (Annual Report
to Stockholders), the Company inadvertently did not include the disclosure required pursuant to
Section 303A.12 of the NYSE Listed Company Manual confirming that the Company had filed such
Certifications (Filing Confirmation Disclosure). On June 7, 2006, the Company notified the New
York Stock Exchange that the Company did not include the Filing Confirmation Disclosure in its
Annual Report to Stockholders. Following the Companys acknowledgment that Section 303A.12 of the
NYSE Listed Company Manual requires the Company to include the Filing Confirmation Disclosure in
its future Annual Reports to its stockholders, the New York Stock Exchange confirmed that the
Company may file without qualification its 2006 Annual Written Affirmation with the New York Stock
Exchange.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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MGM MIRAGE
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Date: June 12, 2006 |
By: |
/s/ Bryan L. Wright
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Bryan L. Wright, |
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Senior Vice President, Assistant
General Counsel and Assistant Secretary |
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