UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 14, 2004
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
00132373 27-0099920
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH,
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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Registrant's telephone number, including area code:
NOT APPLICABLE
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(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 (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
UNDERWRITING AGREEMENT
On December 14, 2004, Las Vegas Sand Corp. (the "Company") entered into
an underwriting agreement dated December 14, 2004 (the "Agreement") among the
Company, Las Vegas Sands, Inc. ("LVSI"), and Goldman, Sachs & Co. as
representative of the several underwriters named in the Agreement (collectively
the "Underwriters"), relating to the issuance and sale by the Company to the
Underwriters of 23,809,524 shares of the Company's common stock at a purchase
price per share of $27.1875 in the Company's initial public offering (the
offering price to the public of $29.00 per share minus the underwriters'
discount). The Company has also granted the Underwriters an option to acquire an
additional 3,571,429 shares for the sole purpose of covering sales of shares in
excess of the 23,809,524 shares. The Agreement contains customary
representations and warranties, closing conditions and indemnification
obligations. LVSI was discharged and released from its obligations under the
Agreement upon the consummation of the closing of the offering on December 20,
2004.
AGREEMENT AND PLAN OF MERGER
On December 17, 2004, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") among, the Company, LVSI and Las Vegas Sands
Mergerco, Inc. ("Mergerco"), pursuant to which Mergerco merged with and into
LVSI, with LVSI continuing as the surviving corporation and a wholly owned
subsidiary of the Company.
Pursuant to the terms of the Merger Agreement, in the merger, each
holder of LVSI's common stock received 266.0327553 shares of the Company's
common stock in exchange for one share of LVSI's common stock. Each option to
purchase one share of LVSI's common stock was converted into an option to
purchase 266.0327553 shares of the Company's common stock. The merger was
consummated on December 17, 2004.
ITEM 8.01. OTHER EVENTS
On December 14, 2004, the Company issued a press release related to the
pricing of its initial public offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release of Las Vegas Sands Corp., dated December 14, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LAS VEGAS SANDS CORP.
By: /s/ Scott D. Henry
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Name: Scott D. Henry
Title: Senior Vice President and
Chief Financial Officer
Date: December 20, 2004
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of Las Vegas Sands Corp., dated
December 14, 2004.