Attached files
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| EX-10.1 - WYNN RESORTS LTD | wynn_ex10-1.htm |
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): January 6, 2010
Wynn
Resorts, Limited
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50028
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46-0484987
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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incorporation)
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3131
Las Vegas Boulevard South
Las
Vegas, Nevada 89109
(Address
of principal executive offices of each registrant) (Zip Code)
(702)
770-7555
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencements
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On January 6, 2010, Stephen A. Wynn
(“Mr. Wynn”), the Chairman of the Board of Directors of Wynn Resorts, Limited
(the “Registrant”), Elaine P. Wynn (“Ms. Wynn”) and Aruze USA, Inc. (“Aruze”), a
Nevada corporation, entered into an Amended and Restated Stockholders Agreement
(the “Amended and Restated Stockholders Agreement”) whereby that certain
Stockholders Agreement, entered into as of April 11, 2002, between Mr. Wynn and
Aruze, as amended by that certain Amendment to Stockholders Agreement, entered
into as of November 8, 2006, between Mr. Wynn and Aruze, the Waiver and Consent,
dated July 31, 2009, and the Waiver and Consent, dated as of August 13, 2009,
was amended and restated in its entirety. Pursuant to the Amended and
Restated Stockholders Agreement, Ms. Wynn (a) became a party to the Amended and
Restated Stockholders Agreement in connection with her ownership of 11,076,709
shares of the Registrant’s common stock, par value $0.01 per share, that were
transferred to Ms. Wynn by Mr. Wynn and (b) became subject to the covenants and
provisions thereof, including with respect to voting agreements, preemptive
rights, rights of first refusal, tag-along rights and certain other restrictions
on transfer of such shares subject to release of $10 million of such shares on
January 6, 2010 and on each of the following nine anniversaries
thereof. In addition, the Amended and Restated Stockholders Agreement
amended the voting agreement provision to provide that each of Mr. Wynn, Ms.
Wynn and Aruze agree to vote all shares of the Registrant held by them and
subject to the terms of the Amended and Restated Stockholders Agreement in a
manner so as to elect to the Registrant’s Board of Directors each of the
nominees contained on each and every slate of directors endorsed by Mr. Wynn,
which slate shall include, subject to certain conditions, Ms. Wynn and, so long
as such slate results in a majority of directors at all times being candidates
endorsed by Mr. Wynn, nominees approved by Aruze.
The foregoing description of the
Amended and Restated Stockholders Agreement does not purport to be complete and
is qualified in its entirety by reference to the Amended and Restated
Stockholders Agreement which is filed herewith as Exhibit 10.1 and is
incorporated herein by this reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits:
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Exhibit
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Number
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Description
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10.1
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Amended
and Restated Stockholders Agreement, dated January 6, 2010, by and among
Stephen A. Wynn, Elaine P. Wynn and Aruze USA,
Inc.
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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.
Date: January
6, 2010
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WYNN
RESORTS, LIMITED
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By:
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/s/
Matt Maddox
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Matt
Maddox
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Chief
Financial Officer and
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Treasurer
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