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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 28, 2004
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.)
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 filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions:
[ ] 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-4c))
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Item 1.01 Entry into a Material Definitive Agreement.
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Between August 28, 2004 and September 1, 2004, Wynn Resorts,
Limited ("Wynn Resorts") and Wynn Resorts International, Ltd., a subsidiary of
Wynn Resorts, entered into agreements with the third parties named in Item 9.01
owning 17.5% of the indirect economic interests in Wynn Resorts (Macau), S.A.
pursuant to which those interests will be exchanged for a total of 1,333,333
shares of Wynn Resorts' common stock. Mr. Wong Chi Seng, one of the third
parties and the current Executive Director of Wynn Resorts (Macau), S.A., will
continue to serve as Executive Director, and own a 10% voting interest in Wynn
Resorts (Macau), S.A. Mr. Wong's interest will provide nominal preferential
annual dividends and capital distributions of up to one Macau pataca (US$0.12).
Upon the closing of the transactions, Wynn Resorts will indirectly own all
other economic interests in Wynn Resorts (Macau), S.A. The third parties
received registration rights obligating Wynn Resorts to file a shelf
registration statement with respect to the shares received. The closing is
subject to customary conditions and to the effectiveness of the registration
statement.
Item 3.02 Unregistered Sales of Equity Securities.
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Reference is made to Item 1.01. The sales will be made in private
placements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits:
Exhibit
Number Description
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*4.1 Registration Rights Agreement, dated as
of August 28, 2004, by and between Wynn
Resorts, Limited and S.H.W. & Co. Limited
*4.2 Registration Rights Agreement, dated as
of September 1, 2004, by and between Wynn
Resorts, Limited and Classic Wave Limited
*4.3 Registration Rights Agreement, dated as
of September 1, 2004, by and between Wynn
Resorts, Limited and L'Arc de Triomphe
Limited
*4.4 Registration Rights Agreement, dated as
of September 1, 2004, by and between Wynn
Resorts, Limited and SKKG Limited
*10.1 Exchange Agreement, dated as of August
28, 2004, by and among Wynn Resorts,
Limited, Wynn Resorts International,
Ltd., Wong Chi Seng and S.H.W. & Co.
Limited
*10.2 Exchange Agreement, dated as of September
1, 2004, by and among Wynn Resorts,
Limited, Wynn Resorts International,
Ltd., Kwan Yan Ming and Classic Wave
Limited
*10.3 Exchange Agreement, dated as of September
1, 2004, by and among Wynn Resorts,
Limited, Wynn Resorts International,
Ltd., Kwan Yan Ming and L'Arc de Triomphe
Limited
*10.4 Exchange Agreement, dated as of September
1, 2004, by and among Wynn Resorts,
Limited, Wynn Resorts International,
Ltd., Wong Chi Seng and SKKG Limited
*Previously filed with the Registration Statement on Form
S-3 filed by the Registrant on September 1, 2004
(File No. 333-118741)
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: September 2, 2004
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit
Number Description
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*4.1 Registration Rights Agreement, dated as of August 28,
2004, by and between Wynn Resorts, Limited and S.H.W. &
Co. Limited
*4.2 Registration Rights Agreement, dated as of September 1,
2004, by and between Wynn Resorts, Limited and Classic
Wave Limited
*4.3 Registration Rights Agreement, dated as of September 1,
2004, by and between Wynn Resorts, Limited and L'Arc de
Triomphe Limited
*4.4 Registration Rights Agreement, dated as of September 1,
2004, by and between Wynn Resorts, Limited and SKKG
Limited
*10.1 Exchange Agreement, dated as of August 28, 2004, by and
among Wynn Resorts, Limited, Wynn Resorts International,
Ltd., Wong Chi Seng and S.H.W. & Co. Limited
*10.2 Exchange Agreement, dated as of September 1, 2004, by
and among Wynn Resorts, Limited, Wynn Resorts
International, Ltd., Kwan Yan Ming and Classic Wave
Limited
*10.3 Exchange Agreement, dated as of September 1, 2004, by
and among Wynn Resorts, Limited, Wynn Resorts
International, Ltd., Kwan Yan Ming and L'Arc de Triomphe
Limited
*10.4 Exchange Agreement, dated as of September 1, 2004, by
and among Wynn Resorts, Limited, Wynn Resorts
International, Ltd., Wong Chi Seng and SKKG Limited
* Previously filed with the Registration Statement on Form S-3 filed
by the Registrant on September 1, 2004 (File No. 333-118741)