UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2004
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On December 10, 2004, the Registrant and Deutsche Bank Securities Inc., the
underwriter of the Registrant's previously announced offering of common stock
which closed on November 15, 2004, consummated the sale of an additional
1,125,000 shares of the Registrant's common stock pursuant to an option to
cover over-allotments. The net proceeds of the sale to the Registrant were
approximately $68 million. Deutsche Bank Securities Inc. exercised the
over-allotment option in full on December 7, 2004. The Registrant's press
release, dated December 7, 2004, relating to the exercise of the
over-allotment option is filed herewith as Exhibit 99.1 and incorporated
herein by reference.
As previously disclosed, the Registrant's subsidiary, Wynn Las Vegas, LLC, has
offered to purchase any and all outstanding 12.0% Second Mortgage Notes due
2010 (the "Notes") issued by Wynn Las Vegas, LLC and Wynn Las Vegas Capital
Corp. (together, the "Issuers"). Upon expiration of the offer, on December 14,
2004, the Issuers intend to call for redemption any Notes that remain
outstanding. The redemption will occur on November 1, 2006, the earliest
possible date provided for in the indenture governing the Notes, at a price of
112% of the principal amount of the Notes, together with accrued and unpaid
interest to the redemption date. Also on December 14, 2004, the Issuers intend
to effect a satisfaction and discharge of the indenture and collateral
documents related to the Notes.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
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99.1 Press Release, dated December 7, 2004, of Wynn Resorts,
Limited.
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: December 13, 2004
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer