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.