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 14, 2004
LAS VEGAS SANDS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
333-42147 04-3010100
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH,
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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Registrant's telephone number, including area code:
NOT APPLICABLE
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(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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
UNDERWRITING AGREEMENT
On December 14, 2004, Las Vegas Sand, Inc., a Nevada corporation (the
"Company") entered into an underwriting agreement dated December 14, 2004 (the
"Agreement") among the Company, Las Vegas Sand Corp., a Nevada corporation and
the Company's parent ("LVSC"), and Goldman, Sachs & Co. as representative of the
several underwriters named in the Agreement (collectively the "Underwriters")
relating to the issuance and sale by LVSC to the Underwriters of 23,809,524
shares of LVSC's common stock at a purchase price of $27.1875 in LVSC's initial
public offering (the offering price to the public of $29.00 per share minus the
underwriters' discount). LVSC has also granted the Underwriters an option to
acquire an additional 3,571,429 shares for the sole purpose of covering sales of
shares in excess of the 23,809,524 shares. The Agreement contains customary
representations and warranties, closing conditions and indemnification
obligations. The Company was discharged and released from its obligations under
the Agreement upon the consummation of the closing of the offering on December
20, 2004.
AGREEMENT AND PLAN OF MERGER
On December 17, 2004, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") among, the Company, LVSC and Las Vegas Sands
Mergerco, Inc. ("Mergerco"), pursuant to which Mergerco merged with and into the
Company, with the Company continuing as the surviving corporation and a wholly
owned subsidiary of LVSC.
Pursuant to the terms of the Merger Agreement, in the merger, each
holder of the Company's common stock received 266.0327553 shares of LVSC's
common stock in exchange for one share of the Company's common stock. Each
option to purchase one share of the Company's common stock was converted into an
option to purchase 266.0327553 shares of LVSC's common stock. The merger was
consummated on December 17, 2004.
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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, INC.
By: /s/ Scott D. Henry
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Name: Scott D. Henry
Title: Senior Vice President and
Chief Financial Officer
Date: December 20, 2004