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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): JUNE 20, 2003
WYNN RESORTS, LIMITED
(Exact Name of Registrant as Specified in its Charter)
NEVADA 000-50028 46-0484987
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
3145 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 733-4444
(Registrant's telephone number, including area code)
Item 5. Other Events.
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On June 20, 2003, having obtained the approval of the Government of
the Principality of Monaco, the Registrant entered into a previously announced
strategic business alliance with Societe des Bains de Mer et du Cercle des
Etrangers a Monaco, a societe anonyme Monegasque organized under the laws of
the Principality of Monaco ("SBM") that provides for, among other things, the
mutual exchange of management and marketing expertise. As part of the
agreement, the Registrant completed the sale of 3,000,000 shares of its common
stock to SBM in a privately negotiated, all cash transaction for US$15.00 per
share, representing approximately 3.6% of the outstanding shares of the
Registrant. In return, SBM has agreed, subject to certain exceptions, to
refrain from transferring its shares of the Registrant's common stock prior to
April 1, 2005 and will be entitled to certain registration rights thereafter. A
copy of the press release issued by the Registrant and SBM on June 20, 2003
with respect to the closing of the transaction is attached to this report as
Exhibit 99.1 and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits:
Exhibit
Number Description
10.1 Purchase Agreement, dated June 12, 2003, between
Wynn Resorts, Limited and Societe des Bains de Mer
et du Cercle des Etrangers a Monaco.(1)
10.2 Registration Rights Agreement, dated June 12,
2003, between Wynn Resorts, Limited and Societe
des Bains de Mer et du Cercle des Etrangers a
Monaco.(1)
99.1 Press release, dated June 20, 2003, by Wynn
Resorts, Limited and Societe des Bains de Mer et
du Cercle des Etrangers a Monaco.
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(1) Previously filed with the Current Report on Form 8-K
filed by the Registrant on June 13, 2003.
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: June 20, 2003
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit
Number Description
10.1 Purchase Agreement, dated June 12, 2003, between
Wynn Resorts, Limited and Societe des Bains de Mer
et du Cercle des Etrangers a Monaco.(1)
10.2 Registration Rights Agreement, dated June 12,
2003, between Wynn Resorts, Limited and Societe
des Bains de Mer et du Cercle des Etrangers a
Monaco.(1)
99.1 Press release, dated June 20, 2003, by Wynn
Resorts, Limited and Societe des Bains de Mer et
du Cercle des Etrangers a Monaco.
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(1) Previously filed with the Current Report on Form 8-K
filed by the Registrant on June 13, 2003.
WYNN RESORTS AND SOCIETE DES BAINS DE MER OF MONACO ENTER INTO
PREVIOUSLY ANNOUNCED STRATEGIC ALLIANCE.
Las Vegas and Monaco - June 20, 2003 - Wynn Resorts, Limited (Nasdaq:WYNN) and
Societe des Bains de Mer (Paris:BAIN.PA) today announced that, having obtained
the approval of the Government of the Principality of Monaco, they have entered
into a previously announced strategic alliance. The strategic alliance includes
an exchange of management expertise and the development of cross-marketing
initiatives between Wynn Resorts and SBM. As part of the agreement, Wynn
Resorts has completed the sale of 3,000,000 shares of Wynn Resorts common stock
to SBM for US$45.0 million, representing approximately 3.6% of the outstanding
shares of Wynn Resorts. In return, SBM has agreed, subject to certain
exceptions, to refrain from transferring its shares prior to April 1, 2005, and
will be entitled to certain registration rights thereafter.
Societe des Bains de Mer, since 1863, has the exclusive rights to operate
casinos in the Principality of Monaco. The company owns and operates Le Casino
de Monte-Carlo, Le Cafe de Paris, and Sun Casinos, the Hotel de Paris, the
Hotel Hermitage, the Monte Carlo Beach Hotel, the Centre des Thermes Marins
(Spa) and the Monte-Carlo Sporting Club. SBM is majority-owned by the
Principality of Monaco and is traded on the Paris Stock exchange under the
symbol BAIN.
Wynn Resorts is a developer of casino hotel resorts. Currently, Wynn Resorts is
developing Le Reve, intended to be the preeminent luxury hotel casino in Las
Vegas. The 2,701-room facility is anticipated to open in April 2005. Wynn
Resorts, through its 82.5 percent ownership of Wynn Macau, also has been
granted a concession to operate casino gaming properties in Macau, a special
administrative region of the People's Republic of China and an established
gaming market for over 40 years. Macau is located 37 miles southwest of Hong
Kong. Wynn Resorts is traded on the NASDAQ National Market under the symbol
WYNN.
This press release contains "forward-looking statements" within the meaning of
the U.S. federal securities law. The forward-looking statements in this press
release involve risks and uncertainties that could cause actual results to
differ from those expressed in or implied by the statements herein. Additional
information concerning potential factors that could affect Wynn Resorts' future
results is included under the caption "Risk Factors" in Item 1 of Wynn Resorts'
annual report on Form 10-K for the year ended December 31, 2002.
Contact: Wynn Resorts, Limited
Samanta Hegedus
VP Investor Relations
Phone #: (702) 733-4520
investorrelations@wynnresorts.com
Contact: S.B.M.
Yves de Toytot
Chief Financial Officer
Phone #: + 377 92 16 62 26