-----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, D+KZ608MYetol2VmgFBKPM7x1JcA9CpyAKHqRob+vGTQI8wxhO0xD51NotnMwLBA PNN4jE+F8LbuWii6efsfTg== 0000950142-04-004404.txt : 20041221 0000950142-04-004404.hdr.sgml : 20041221 20041220203446 ACCESSION NUMBER: 0000950142-04-004404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041220 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041221 DATE AS OF CHANGE: 20041220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAS VEGAS SANDS CORP CENTRAL INDEX KEY: 0001300514 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 270099920 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32373 FILM NUMBER: 041215562 BUSINESS ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: (702) 414-1000 MAIL ADDRESS: STREET 1: 3355 LAS VEGAS BOULEVARD, SOUTH STREET 2: ROOM 1A CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 form8k-lsvc_122004.txt CURRENT REPORT 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 20, 2004 LAS VEGAS SANDS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 00132373 27-0099920 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 414-1000 - -------------------------------------------------------------------------------- Registrant's telephone number, including area code: NOT APPLICABLE - -------------------------------------------------------------------------------- (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)) 2 ITEM 8.01. OTHER EVENTS On December 20, 2004, the Company issued a press release related to the closing 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 20, 2004. 3 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 ------------------------------- Name: Scott D. Henry Title: Senior Vice President and Chief Financial Officer Date: December 20, 2004 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release of Las Vegas Sands Corp., dated December 20, 2004. EX-99 2 ex991_form8k-lsvc122004.txt EXHIBIT 99.1 EXHIBIT 99.1 - ------------ PRESS RELEASE LAS VEGAS SANDS CORP. ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING LAS VEGAS -- Dec. 20 -- Las Vegas Sands Corp. (NYSE: LVS) announced today that it has successfully completed its initial public offering of 23,809,524 shares of common stock at $29.00 per share. Las Vegas Sands Corp. sold an additional 3,571,429 shares of common stock pursuant to the exercise of the underwriters' over-allotment option. The net proceeds of the offering will be approximately $744.4 million after underwriting discounts and commissions but prior to estimated offering expenses of this offering payable by Las Vegas Sands Corp. Las Vegas Sands Corp. intends to use the net proceeds from the offering for general corporate purposes and working capital. In particular, it may use the net proceeds to fund its development projects in Macau, the United Kingdom and other jurisdictions. Goldman, Sachs & Co. acted as sole book-running manager of the offering. Citigroup, JP Morgan, Lehman Brothers, Merrill Lynch & Co., UBS Investment Bank and Jefferies & Company, Inc. acted as co-managers in this offering. The registration statement relating to the initial public offering of shares of common stock has been declared effective by the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of such shares of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offering of these securities will be made only by means of a prospectus, copies of which may be obtained from Goldman, Sachs & Co. at 85 Broad Street, New York, NY 10004, Attention: Prospectus Department (Tel: 212-902-1171). ABOUT LAS VEGAS SANDS CORP. Las Vegas Sands Corp. is the holding company of Las Vegas Sands, Inc., a hotel and gaming company headquartered in Las Vegas, Nevada. Company holdings include the Venetian Casino Resort and the Sands Expo and Convention Center, located on the Las Vegas Strip, and the Sands Macao located in The People's Republic of China's SAR of Macau. CONTACTS: INVESTMENT COMMUNITY: Scott Henry, Chief Financial Officer, (702) 733-5502 MEDIA: Ron Reese, Director of Corporate Communications, (702) 414-3607 -----END PRIVACY-ENHANCED MESSAGE-----