As filed with the Securities and Exchange Commission on September 12, 2005
Registration Nos. 333-111064, 333-111064-01
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
WYNN RESORTS, LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Nevada 46-0484987
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 770-7555
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
and Other Registrant
(See Table of Other Registrants Listed Below)
Ronald J. Kramer
Wynn Resorts, Limited
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 770-7555
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, Of Agent For Service)
-----------------------------------
With Copies To:
Marc H. Rubinstein Jerome L. Coben
Wynn Resorts, Limited Skadden, Arps, Slate, Meagher & Flom LLP
3131 Las Vegas Boulevard South 300 South Grand Avenue, Suite 3400
Las Vegas, Nevada 89109 Los Angeles, California 90071
(702) 770-7555 (213) 687-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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TABLE OF OTHER REGISTRANTS
- ----------------------------------------------------------------------------------------
Exact Name of Registrant State or Other Jurisdiction of IRS Employer
as Specified in its Charter* Incorporation or Organization Identification No.
- ----------------------------------------------------------------------------------------
Wynn Resorts Funding, LLC Nevada 57-1175569
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* The address and telephone number of the principal executive offices of Wynn
Resorts Funding, LLC are the same as those of Wynn Resorts, Limited.
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EXPLANATORY NOTE
Wynn Resorts, Limited ("Wynn Resorts") and Wynn Resorts Funding, LLC
(the "Guarantor") previously filed a Registration Statement on Form S-3 (File
Nos. 333-111064, 333-111064-01) on December 10, 2003, which was then amended by
(i) Amendment No. 1 filed on February 2, 2004, (ii) Post-Effective Amendment
No. 1 filed on March 17, 2004 and (iii) Post-Effective Amendment No. 2 filed on
May 20, 2004 (as so amended, the "Registration Statement"), which registered:
o $250,000,000 aggregate principal amount of Wynn Resorts' 6%
Convertible Subordinated Debentures due 2015 (the "Debentures");
o the guarantees of the Debentures by the Guarantor; and
o shares of Wynn Resorts' common stock, par value $0.01 per share,
issuable upon conversion of the Debentures.
The purpose of this Post-Effective Amendment No. 3 to the Registration
Statement is to remove from registration any securities previously registered
under the Registration Statement that remain unsold as of the effectiveness of
this Post-Effective Amendment No. 3.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 3 to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Las
Vegas, State of Nevada, on this 12th day of September, 2005.
WYNN RESORTS, LIMITED
By: /s/ Stephen A. Wynn
-------------------------------
Stephen A. Wynn
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Form S-3 Registration Statement has been
signed by the following persons in the capacities indicated, on September 12,
2005.
/s/ Stephen A. Wynn Chairman of the Board, Chief Executive
- ------------------------------ Officer and Director
Stephen A. Wynn (Principal Executive Officer)
/s/ John Strzemp Executive Vice President, Chief
- ------------------------------ Financial Officer and Treasurer
John Strzemp (Principal Financial and Accounting
Officer)
* Vice Chairman of the Board
- ------------------------------
Kazuo Okada
* President and Director
- ------------------------------
Ronald J. Kramer
* Director
- ------------------------------
Robert J. Miller
* Director
- ------------------------------
John A. Moran
* Director
- ------------------------------
Alvin V. Shoemaker
* Director
- ------------------------------
Kiril Sokoloff
* Director
- ------------------------------
D. Boone Wayson
* Director
- ------------------------------
Elaine P. Wynn
* Director
- ------------------------------
Stanley R. Zax
* Director
- ------------------------------
Allan Zeman
* By: /s/ Marc H. Rubinstein
-----------------------
Marc H. Rubinstein
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 3 to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Las
Vegas, State of Nevada, on this 12th day of September, 2005.
WYNN RESORTS FUNDING, LLC
By: Wynn Resorts, Limited
By: /s/ Stephen A. Wynn
------------------------------
Stephen A. Wynn
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to Form S-3 Registration Statement has been
signed by the following persons in the capacities indicated, on September 12,
2005.
/s/ Stephen A. Wynn Chairman of the Board, Chief Executive
- ---------------------------- Officer and Director of registrant's
Stephen A. Wynn member Wynn Resorts, Limited
(Principal Executive Officer)
/s/ John Strzemp Executive Vice President, Chief
- --------------------------- Financial Officer and Treasurer of
John Strzemp registrant's member Wynn
Resorts, Limited
(Principal Financial and Accounting
Officer)