Current Report Filing (8-k)
February 09 2018 - 5:30PM
Edgar (US Regulatory)
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): February 9, 2018
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 incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3131 Las Vegas Boulevard South
Las Vegas, Nevada
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89109
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(Address of principal executive offices)
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(Zip Code)
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(702)
770-7555
(Registrants 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
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
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Regulation FD Disclosure.
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On February 9, 2018, Wynn Results, Limited (the
Company) was informed that counsel for Mr. Stephen A. Wynn submitted a letter (the Letter) to the parties in a lawsuit which is pending in the United States District Court for the District of Nevada in which Elaine
P. Wynn has asserted certain cross claims against Mr. Wynn. The Letter states that, in light of the significant changed circumstances triggered by Mr. Wynns resignation as the Chief Executive Officer and Chairman of the Board of the
Company and of Wynn Macau, Limited, Mr. Wynn no longer contests that the Amended and Restated Stockholder Agreement, dated January 6, 2010, by and among Stephen A. Wynn, Elaine P. Wynn and Aruze USA, Inc. (the 2010 Stockholders
Agreement) is invalid and unenforceable. The Letter further states that, while Mr. Wynn does not agree with Ms. Wynns bases for claiming the 2010 Stockholders Agreement is invalid and unenforceable, he does agree that it no
longer binds either party and that, as such, it is Mr. Wynns position that certain of the cross claims asserted by Ms. Wynn in the pending case are now moot. A copy of the Letter is attached hereto and furnished as Exhibit 99.1. No
assurance can be provided as to the outcome of such proceedings.
Mr. Wynn has informed the Company that regardless of whether the
Stockholders Agreement is in effect, he has no immediate plans to sell shares that he owns and that if he elects to sell any such shares over time, he will seek to conduct such sales in an orderly fashion.
This Form
8-K
contains forward-looking statements that are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those we express in these forward-looking statements, including, but not limited to, the risks related to the litigation described above and the 2010 Stockholders Agreement as
described in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017 (including under Item 8. Financial Statements and Supplementary Data Note 17
Commitments and Contingencies, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, and Item 1A. Risk Factors Risks Related to
Share Ownership and Stockholder Matters) and the Companys other periodic reports filed with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or revise
its forward-looking statements as a result of new information, future events or otherwise.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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WYNN RESORTS, LIMITED
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Dated: February 9, 2018
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By:
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/s/ Kim Sinatra
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Kim Sinatra
Executive Vice
President and General Counsel
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