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): February 5, 2007
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
         
NEVADA
(State or other jurisdiction
of incorporation) 		  001-32373
(Commission File Number) 		  27-0099920
(IRS Employer
Identification No.)
     
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
(Address of principal executive offices) 		  89109
(Zip Code)
Registrant’s telephone number, including area code: (702) 414-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
     Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
      o Written Communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.
I.   Amendment to 2004 Equity Award Plan .
          On February 5, 2007, Las Vegas Sands Corp. (the “Company”) amended certain provisions of its 2004 Equity Award Plan (the “Plan”), including the following:
          (a) the definition of “Fair Market Value” in Section 2(r) of the Plan was amended to mean, on a given date, (i) if the Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee to be the fair market value on such date based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.
          (b) the first sentence of Section 13 of the Plan was amended to provide that the Committee shall make an equitable adjustment or substitution, in order to prevent substantial enlargement or dilution of a Participant’s rights as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits, recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan; provided, however, that the manner of any such equitable adjustment shall be determined by the Committee in its sole discretion.
          (c) a new Section 4(e) was added to the Plan to permit the Committee to delegate to the Chief Executive Officer acting together with either the President or the Executive Vice President of the Company the authority to grant Awards under the Plan to any Eligible Person (other than a Non-Employee Director or an officer of the Company or its Subsidiaries who is subject to the provisions of Section 16 of the Exchange Act), provided that such grants are consistent with guidelines established by the Committee from time to time.
          Capitalized terms used in the foregoing description and not defined are used as defined in the Plan.

 

 

II.   Form of Restricted Stock Award Agreement .
     On February 6, 2007, the Compensation Committee of the Board of Directors of the Company approved a form of restricted stock award agreement to be used in connection with future grants of restricted stock. A copy of the form of agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item.
Item 7.01 Regulation FD Disclosure.
     The Company announced today that its subsidiaries Venetian Macao Limited (“Venetian Macao”) and VML US Finance LLC (“VML”) are in discussions with the lenders under the Credit Agreement (the “Credit Agreement”), dated as of May 25, 2006, by and among Venetian Macao, VML, the lenders thereunder, The Bank of Nova Scotia as administrative agent, Banco Nacional Ultramarino and Sumitomo Mitsui Banking Corporation as co-documentation agents, and Goldman Sachs Credit Partners, L.P., Lehman Brothers Inc. and Citigroup Global Markets, Inc., as co-syndication agents and arrangers, to amend the Credit Agreement and the related Disbursement Agreement. The proposed amendments would, among other things, reduce the applicable margins on the interest rates applicable to all classes of loans under the Credit Agreement, provide Venetian Macao and VML with greater flexibility to use proceeds from the borrowings under these facilities and permit Venetian Macao and VML to make additional investments. The amendments to the interest rate margins will require the approval of all lenders under the Credit Agreement, and the other amendments will require the approval of the majority lenders under the Credit Agreement. In addition, the Company intends to exercise a portion of the accordion facility under the Credit Agreement. There can be no assurances that the requisite lenders will approve these amendments or that these transactions will be consummated.
     The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
10.1        Form of Restricted Stock Award Agreement.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
         
Dated: February 8, 2007


  LAS VEGAS SANDS CORP.
  		 
  By:   /s/ Scott D. Henry    
    Name:   Scott D. Henry   
    Title:   Senior Vice President, Finance   

 

 

         
INDEX TO EXHIBITS
10.1        Form of Restricted Stock Award Agreement.

 

 

EXHIBIT 10.1
Las Vegas Sands Corp.
2004 EQUITY AWARD PLAN
RESTRICTED STOCK AWARD AGREEMENT
     THIS RESTRICTED STOCK AWARD AGREEMENT (the “ Agreement ”), is made, effective as of the ___day of ___, 200_, (hereinafter the “ Award Date ”), between Las Vegas Sands Corp., a Nevada corporation (the “ Company ”), and ___(the “ Participant ”).
RECITALS:
     WHEREAS, the Company has adopted the Las Vegas Sands Corp. 2004 Equity Award Plan (the “ Plan ”), pursuant to which awards of restricted shares of the Company’s Common Stock may be granted; and
     WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “ Committee ”) has determined that it is in the best interests of the Company and its stockholders to grant the restricted stock award provided for herein (the “ Restricted Stock Award ”) to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
     1.  Grant of Restricted Stock Award .The Company hereby grants on the Date of Grant to the Participant a Restricted Stock Award consisting of ___shares of Common Stock (hereinafter called the “ Restricted Shares ”), on the term and conditions set forth in this Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordance with Section 3(a) hereof.
     2.  Incorporation by Reference, Etc . The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
     3.  Terms and Conditions .
     (a) Vesting . Except as otherwise provided in the Plan and this Agreement, and subject to the provisions of your employment agreement, the Restricted Stock Award shall vest with respect to ___percent (___%) of the Restricted Shares subject thereto (and the restrictions on

 

 

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       such Shares shall lapse), on each of the first through ___anniversaries of ___. Restricted Shares may not be sold until they “vest”.
     (b) Taxes . The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the Restricted Stock Award, an amount equal to the taxes, if any, the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Shares. Such payment may be made in the form of cash. The Participant also may satisfy, in whole or in part, the foregoing withholding liability (but no more than the minimum required withholding liability) by (i) the delivery of Mature Shares owned by the Participant having a Fair Market Value equal to such withholding liability or (ii) having the Company withhold from the number of shares of Common Stock otherwise issuable pursuant to the exercise or settlement of the Restricted Stock Award a number of shares with a Fair Market Value equal to such withholding liability.
     (c) Certificates . As a condition to the receipt of this Restricted Stock Award, the Participant shall deliver to the Company an escrow agreement and stock powers, duly endorsed in blank, relating to the Restricted Shares. Certificates evidencing the Restricted Shares shall be issued by the Company and shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, and shall be deposited, together with the stock powers, with an escrow agent designated by the Committee (who may be the Company’s transfer agent), and shall remain in the physical custody of such escrow agent at all times prior to, in the case of any particular Restricted Shares, the applicable Vesting Date.
     (d) Effect of Termination of Services .
     (i) Except as provided in subsection (ii) of this Section 3(d) or as otherwise agreed upon by the parties in an employment agreement between them, unvested Restricted Shares shall be forfeited without consideration by the Participant at any time prior to the applicable Vesting Date upon the Participant’s termination of services with the Company for any reason.
     (ii) Upon the termination of Participant’s services due to death, any remaining unvested Restricted Shares shall vest on the date of such termination.
     (e) Rights as a Stockholder; Dividends . The Participant shall be the record owner of the Restricted Shares unless and until such shares are forfeited pursuant to Section 3(d) hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights,

 

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if any, with respect to the Restricted Shares; provided that any cash or in-kind dividends paid with respect to unvested Restricted Shares shall be withheld by the Company and shall be paid to the Participant, without interest, only when, and if, such Restricted Shares shall become vested. As soon as practicable following the vesting of any Restricted Shares, certificates for such vested Restricted Shares and any cash dividends or in-kind dividends credited to the Participant’s account with respect to such Restricted Shares shall be delivered to the Participant or the Participant’s beneficiary along with the stock powers relating thereto.
     (f) Restrictive Legend . All certificates representing Restricted Shares shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws:
Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Las Vegas Sands Corp. 2004 Equity Award Plan and a Restricted Stock Award Agreement, dated as of ___, 200_, between Las Vegas Sands Corp. and ___. Copies of such Plan and Agreement are on file at the offices of Las Vegas Sands Corp.
     (g) Transferability . The Restricted Shares may not at any time prior to vesting be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.
     4. Miscellaneous .
     (a) Notices . All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery:
     if to the Company:
Las Vegas Sands Corp.
3355 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: General Counsel
     if to the Participant, at the Participant’s last known address on file with the Company.

 

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All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
     (b) Bound by Plan . By signing this Agreement, the Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
     (c) Beneficiary . The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
     (d) Successors . The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
     (e) Modifications . No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.
     (f) GOVERNING LAW; CONSENT TO JURISDICTION . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS OR THE CONFLICT OF LAWS PROVISIONS OF ANY OTHER JURISDICTION WHICH WOULD CAUSE THE APPLICATION OF ANY LAW OTHER THAN THAT OF THE STATE OF NEVADA. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN CLARK COUNTY, NEVADA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
     (g) JURY TRIAL WAIVER . THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT ANY ACTION ARISING UNDER OR IN CONNECTION

 

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WITH THIS AGREEMENT IS LITIGATED OR HEARD IN ANY COURT.
     (h) Headings . The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
     (i) Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
      IN WITNESS WHEREOF , the parties hereto have executed this Agreement.
     
 
  Las Vegas Sands Corp.
 
   
 
   
 
   
 
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