-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AFXMySTjGQGrET+ertI42DXDZECXa2p1hNqVwXmLQJW2DU7TTY0qotb5wpFtNo1O Z6BcCZ9sqeOq2eZ0Lf3GdQ== 0000950172-03-002057.txt : 20030620 0000950172-03-002057.hdr.sgml : 20030620 20030620163418 ACCESSION NUMBER: 0000950172-03-002057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030620 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNN RESORTS LTD CENTRAL INDEX KEY: 0001174922 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 460484987 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50028 FILM NUMBER: 03752092 BUSINESS ADDRESS: STREET 1: 3145 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027334444 MAIL ADDRESS: STREET 1: 3145 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 la325444.txt 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 20, 2003 WYNN RESORTS, LIMITED (Exact Name of Registrant as Specified in its Charter) NEVADA 000-50028 46-0484987 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation) File Number) Identification No.) 3145 LAS VEGAS BOULEVARD SOUTH LAS VEGAS, NEVADA 89109 (Address of Principal Executive Offices) (Zip Code) (702) 733-4444 (Registrant's telephone number, including area code) Item 5. Other Events. - ------ ------------ On June 20, 2003, having obtained the approval of the Government of the Principality of Monaco, the Registrant entered into a previously announced strategic business alliance with Societe des Bains de Mer et du Cercle des Etrangers a Monaco, a societe anonyme Monegasque organized under the laws of the Principality of Monaco ("SBM") that provides for, among other things, the mutual exchange of management and marketing expertise. As part of the agreement, the Registrant completed the sale of 3,000,000 shares of its common stock to SBM in a privately negotiated, all cash transaction for US$15.00 per share, representing approximately 3.6% of the outstanding shares of the Registrant. In return, SBM has agreed, subject to certain exceptions, to refrain from transferring its shares of the Registrant's common stock prior to April 1, 2005 and will be entitled to certain registration rights thereafter. A copy of the press release issued by the Registrant and SBM on June 20, 2003 with respect to the closing of the transaction is attached to this report as Exhibit 99.1 and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------ ------------------------------------------------------------------ (c) Exhibits: Exhibit Number Description 10.1 Purchase Agreement, dated June 12, 2003, between Wynn Resorts, Limited and Societe des Bains de Mer et du Cercle des Etrangers a Monaco.(1) 10.2 Registration Rights Agreement, dated June 12, 2003, between Wynn Resorts, Limited and Societe des Bains de Mer et du Cercle des Etrangers a Monaco.(1) 99.1 Press release, dated June 20, 2003, by Wynn Resorts, Limited and Societe des Bains de Mer et du Cercle des Etrangers a Monaco. ----------- (1) Previously filed with the Current Report on Form 8-K filed by the Registrant on June 13, 2003. 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. Date: June 20, 2003 Wynn Resorts, Limited By: /s/ John Strzemp --------------------------- John Strzemp Executive Vice President and Chief Financial Officer Exhibit Index Exhibit Number Description 10.1 Purchase Agreement, dated June 12, 2003, between Wynn Resorts, Limited and Societe des Bains de Mer et du Cercle des Etrangers a Monaco.(1) 10.2 Registration Rights Agreement, dated June 12, 2003, between Wynn Resorts, Limited and Societe des Bains de Mer et du Cercle des Etrangers a Monaco.(1) 99.1 Press release, dated June 20, 2003, by Wynn Resorts, Limited and Societe des Bains de Mer et du Cercle des Etrangers a Monaco. ----------- (1) Previously filed with the Current Report on Form 8-K filed by the Registrant on June 13, 2003. EX-99 3 la325494.txt EX. 99.1 WYNN RESORTS AND SOCIETE DES BAINS DE MER OF MONACO ENTER INTO PREVIOUSLY ANNOUNCED STRATEGIC ALLIANCE. Las Vegas and Monaco - June 20, 2003 - Wynn Resorts, Limited (Nasdaq:WYNN) and Societe des Bains de Mer (Paris:BAIN.PA) today announced that, having obtained the approval of the Government of the Principality of Monaco, they have entered into a previously announced strategic alliance. The strategic alliance includes an exchange of management expertise and the development of cross-marketing initiatives between Wynn Resorts and SBM. As part of the agreement, Wynn Resorts has completed the sale of 3,000,000 shares of Wynn Resorts common stock to SBM for US$45.0 million, representing approximately 3.6% of the outstanding shares of Wynn Resorts. In return, SBM has agreed, subject to certain exceptions, to refrain from transferring its shares prior to April 1, 2005, and will be entitled to certain registration rights thereafter. Societe des Bains de Mer, since 1863, has the exclusive rights to operate casinos in the Principality of Monaco. The company owns and operates Le Casino de Monte-Carlo, Le Cafe de Paris, and Sun Casinos, the Hotel de Paris, the Hotel Hermitage, the Monte Carlo Beach Hotel, the Centre des Thermes Marins (Spa) and the Monte-Carlo Sporting Club. SBM is majority-owned by the Principality of Monaco and is traded on the Paris Stock exchange under the symbol BAIN. Wynn Resorts is a developer of casino hotel resorts. Currently, Wynn Resorts is developing Le Reve, intended to be the preeminent luxury hotel casino in Las Vegas. The 2,701-room facility is anticipated to open in April 2005. Wynn Resorts, through its 82.5 percent ownership of Wynn Macau, also has been granted a concession to operate casino gaming properties in Macau, a special administrative region of the People's Republic of China and an established gaming market for over 40 years. Macau is located 37 miles southwest of Hong Kong. Wynn Resorts is traded on the NASDAQ National Market under the symbol WYNN. This press release contains "forward-looking statements" within the meaning of the U.S. federal securities law. The forward-looking statements in this press release involve risks and uncertainties that could cause actual results to differ from those expressed in or implied by the statements herein. Additional information concerning potential factors that could affect Wynn Resorts' future results is included under the caption "Risk Factors" in Item 1 of Wynn Resorts' annual report on Form 10-K for the year ended December 31, 2002. Contact: Wynn Resorts, Limited Samanta Hegedus VP Investor Relations Phone #: (702) 733-4520 investorrelations@wynnresorts.com Contact: S.B.M. Yves de Toytot Chief Financial Officer Phone #: + 377 92 16 62 26 -----END PRIVACY-ENHANCED MESSAGE-----