-----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, AnXhuKophxdMtyaWVvgvh/EBizIxqwDpLApjouxzWeG4z+NQTRCg94POpuaioHWJ OzOLuwbBxXyyzz6XWabmqg== 0000950142-06-001525.txt : 20060803 0000950142-06-001525.hdr.sgml : 20060803 20060803075329 ACCESSION NUMBER: 0000950142-06-001525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060802 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 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: 06999997 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_080206.txt CURRENT REPORT ================================================================================ 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): August 1, 2006 LAS VEGAS SANDS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 001-32373 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)) ================================================================================ ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On August 1, 2006, the Board of Directors of Las Vegas Sands Corp. ("LVSC") voted to increase the size of the Board to eight directors and elected Andrew R. Heyer to the Board as a Class II director, whose term will expire in 2009. Mr. Heyer has not been appointed to any committee of the Board as of the date of this report. There are no arrangements between Mr. Heyer and any other person pursuant to which Mr. Heyer was selected as a director, nor are there any transactions to which LVSC or any of its subsidiaries is a party and in which Mr. Heyer has a material interest subject to disclosure under Item 404(a) of Regulation S-K. On August 2, 2006, LVSC issued a press release announcing Mr. Heyer's election to its Board of Directors. The press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 99.1 Press Release, dated August 2, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: August 2, 2006 LAS VEGAS SANDS CORP. By: /s/ Bradley K. Serwin ------------------------- Name: Bradley K. Serwin Title: Secretary INDEX TO EXHIBITS 99.1 Press Release, dated August 2, 2006. EX-99 2 ex99-1form8k_080206.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] S A N D S P R E S S R E L E A S E LAS VEGAS SANDS CORP. - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ANDREW R. HEYER ELECTED TO LAS VEGAS SANDS CORP. BOARD OF DIRECTORS LAS VEGAS, NV (AUGUST 2, 2006) -- Las Vegas Sands Corp. (NYSE:LVS) today announced the election of Andrew R. Heyer to its board of directors. Mr. Heyer, 48, is a managing partner of Trimaran Capital Partners, L.L.C. and a member of the Investment Committee of Trimaran Advisors, L.L.C., the investment advisor to Caravelle Investment Fund, L.L.C. Mr. Heyer until recently was a vice chairman of CIBC World Markets Corp. and co-head of the CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and managing director of The Argosy Group L.P. Mr. Heyer also held senior positions with Drexel Burnham Lambert Incorporated and Shearson/American Express. "We are delighted to have Andrew Heyer join our board of directors. His impressive background will serve as great benefit to our company," said Sheldon G. Adelson, chairman and chief executive officer of Las Vegas Sands Corp. "As we continue to expand, especially in the international marketplace, we are grateful to attract individuals with such strong credentials." Mr. Heyer currently serves on the boards of directors of publicly-held Hain Celestial Group, Inc. and Niagara Corporation and privately-held Millennium Digital Media Holdings, L.L.C., Brite Media Group LLC, Charlie Brown's, Village Voice Media, LLC and El Pollo Loco. Mr. Heyer currently serves as chairman of the Board of Overseers of the University of Pennsylvania School of Social Policy & Practice and also as a member of the University of Pennsylvania's Board of Trustees. Statements in this press release, which are not historical facts, are "forward looking" statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks, uncertainties or other factors beyond the Company's control, which may cause material differences in actual results, performance or other expectations. These factors include, but are not limited to general economic conditions, competition, new ventures, government regulation, legalization of gaming, interest rates, future terrorist acts, insurance, and other factors detailed in the reports filed by Las Vegas Sands Corp. with the Securities and Exchange Commission. ABOUT LAS VEGAS SANDS CORP. Las Vegas Sands Corp. (NYSE: LVS) is one of the leading international developers of multi-use integrated resorts. The Las Vegas, Nevada-based company owns The Venetian Resort Hotel Casino and the Sands Expo and Convention Center in Las Vegas and The Sands Macao in the People's Republic of China (PRC) Special Administrative Region of Macao. The company is currently constructing two additional integrated resorts both scheduled to open in 2007: The Palazzo Resort Hotel Casino in Las Vegas and The Venetian Macao Resort Hotel Casino in Macao. LVS is also developing the Cotai Strip(TM), a master-planned development of resort casino properties in Macao, and was selected by the Singapore government to build The Marina Bay Sands(TM), an integrated resort scheduled to open in Singapore by the end of 2009. The company is also working with the Zhuhai Municipal People's Government of the PRC to master-plan the development of a leisure resort and convention complex on Hengqin Island in the PRC. CONTACTS: Investment Community: Scott Henry Senior Vice President, Finance (702) 733-5502 Media: Ron Reese Executive Director of Communications (702) 414-3607 -----END PRIVACY-ENHANCED MESSAGE-----