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): October 26, 2005
LAS VEGAS RESORTS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State of incorporation)
33-10513-LA 33-0215298
(Commission File Number) (I.R.S. Employer Identification Number)
211 West Wall Street
Midland, Texas 79701
(Address of principal executive offices) (Zip Code)
(432) 682-1761
(Registrant's telephone number, including area code)
(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:
[_] 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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Section 3 - Securities and Trading Markets
Item 3.03 - Material Modification to Rights of Security Holders.
Las Vegas Resorts Corporation (the "Company") on October 26, 2005 effected a
one-for-fifteen hundred reverse split of the Company's common stock, par value
$.001 per share (the "Reverse Split"). In order to effect the Reverse Split, the
Company filed a Certificate of Amendment to Certificate of Incorporation with
the Secretary of State of the State of Nevada. Prior to the filing, the
amendment was approved by a majority the Company's stockholders and by the
Company's Board of Directors.
The Reverse Split will affect all holders of the Company's common stock
uniformly and will not affect any stockholder's percentage ownership interest in
the Company, except to the extent that the Reverse Split will result in any
holder of the Company's common stock receiving cash in lieu of fractional
shares. As no scrip or fractional certificates of the common stock will be
issued in connection with the Reverse Split, stockholders who otherwise would be
entitled to receive a fractional share because they hold a number of shares of
the common stock not evenly divisible by fifteen hundred will be entitled, upon
surrender of certificate(s) representing those shares, to a cash payment in lieu
of any fraction.
As a result of the reverse split, the Company's trading symbol on the Nasdaq
Electronic Bulletin Board has been changed from LVRC to LVGC.
Section 5 - Corporate Governance and Management
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
hereby incorporated by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of Amendment to Certificate of Incorporation
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 RESORTS CORPORATION
By: /s/ Glenn A. Little
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Glenn A. Little
President, Chief Executive Officer
Date: October 26, 2005