As filed with the Securities and Exchange Commission on July 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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| LAS VEGAS SANDS CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 27-0099920 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| | | |
| 5420 S. Durango Dr. | |
| Las Vegas, | Nevada | 89113 |
| (Address of principal executive offices) | (Zip Code) |
LAS VEGAS SANDS CORP. AMENDED AND RESTATED 2004 EQUITY AWARD PLAN
(Full Title of the Plan)
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D. Zachary Hudson Executive Vice President, Global General Counsel and Secretary 5420 S. Durango Dr. Las Vegas, Nevada 89113 (702) 923-9000 |
| (Name, address, and telephone number, including area code, of agent for service) |
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With a copy to: David J. Goldschmidt, Esq.
Howard L. Ellin, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large Accelerated Filer | ☒ | | Accelerated Filer | ☐ |
| Non-Accelerated Filer | ☐ | | Smaller Reporting Company | ☐ |
| | | | 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 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (“Registration Statement”) is filed by Las Vegas Sands Corp., a Nevada corporation (the “Company” or the “Registrant”), to register an additional 10,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be offered and sold under the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan, as amended and restated May 9, 2024, which shares of Common Stock are in addition to: (i) the 10,000,000 shares of Common Stock registered on the Company’s Registration Statement on Form S-8 (the “2019 Registration Statement”) filed on July 25, 2019, with the Securities and Exchange Commission (the “SEC”) (File No. 333-232819), and (ii) the 26,344,000 shares of Common Stock registered on the Company's Registration Statement on Form S-8 filed on February 24, 2005 with the SEC (File No. 333-122978) (the “2005 Registration Statement” and, together with the 2019 Registration Statement, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 5. | Interests of Named Experts and Counsel. |
The validity of the securities being registered pursuant to this Registration Statement has been passed upon by D. Zachary Hudson, Executive Vice President, Global General Counsel and Secretary of the Company, who holds stock options.
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| 4.1 | |
| 4.2 | |
| 5.1+ | |
| 23.1+ | |
23.2+ | |
| 99.1 | |
| 107+ | |
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____________________+ Filed herewith.
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on July 26, 2024.
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| | | LAS VEGAS SANDS CORP. |
| | By: | /S/ D. ZACHARY HUDSON |
| | | Name: D. Zachary Hudson
Title: Executive Vice President, Global General Counsel and Secretary |
| | | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on July 26, 2024.
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| Signature | | Title |
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/S/ ROBERT G. GOLDSTEIN | | Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer) |
| Robert G. Goldstein | |
| | |
/S/ PATRICK DUMONT | | President,
Chief Operating Officer and Director |
| Patrick Dumont | |
| | |
/S/ IRWIN CHAFETZ | | Director |
| Irwin Chafetz | | |
| | |
/S/ MICHELINE CHAU | | Director |
| Micheline Chau | | |
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/S/ CHARLES D. FORMAN | | Director |
| Charles D. Forman | | |
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/S/ LEWIS KRAMER | | Director |
| Lewis Kramer | | |
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/S/ ALAIN LI | | Director |
Alain Li | | |
| | |
/S/ RANDY HYZAK | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| Randy Hyzak | |
CALCULATION OF FILING FEE TABLE
FORM S-8
(Form Type)
LAS VEGAS SANDS CORP.
(Exact Name of Registrant as Specified in its Charter)
Table 1 - Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed maximum offering price per share(2) | Maximum aggregate offering price | Fee Rate | Amount of registration fee |
| Equity | Common Stock, $0.001 par value | Rule 457(c) and 457(h) | 10,000,000 | $ | 40.71 | | $ | 407,100,000 | | $147.60 per $1,000,000 | $ | 60,087.96 | |
| Total Offering Amount | | | | $ | 60,087.96 | |
| Total Fee Offsets | | | | $ | — | |
| Net Fee Due | | | | $ | 60,087.96 | |
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers any additional securities that become issuable under the Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “2004 Plan”) by reason of any stock split, stock dividend or similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding Common Stock.
(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $40.71, the average of the high and low trading price of a share of Common Stock on July 24, 2024 as reported on the New York Stock Exchange, which is within five business days prior to filing this Registration Statement.
July 26, 2024
Las Vegas Sands Corp.
5420 S. Durango Dr.
Las Vegas, Nevada 89113
Re: Registration of Common Stock of Las Vegas Sands Corp.
Ladies and Gentlemen:
I am Executive Vice President, Global General Counsel and Secretary of Las Vegas Sands Corp., a Nevada corporation (the “Company”), and have acted in such capacity in connection with the registration by the Company under the Securities Act of 1933, as amended, of an additional 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, with the United States Securities and Exchange Commission under a Registration Statement on Form S-8 filed on or about the date hereof (the “Registration Statement”).
I have examined originals or copies of each of the documents listed below:
1.Certificate of Existence relating to the Company, issued by the Nevada Secretary of State;
2.Amended and Restated Articles of Incorporation of the Company;
3.Amended and Restated By-laws of the Company;
4.Resolutions of the Board of Directors of the Company, dated March 18, 2024;
5.Resolutions of the Compensation Committee of the Board of Directors of the Company, dated January 22, 2024;
6.Las Vegas Sands Corp. Amended and Restated 2004 Equity Award Plan (the “2004 Plan”); and
7.The Registration Statement.
I have examined originals or copies of such other corporate records, certificates of corporate officers and public officials and other agreements and documents as I have deemed necessary or advisable for purposes of this opinion letter. I have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all factual matters contained therein.
In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified, or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein that I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Based upon the foregoing, and subject to the following, it is my opinion that the Shares, when issued in accordance with the 2004 Plan, and any applicable award agreements entered into in accordance therewith, will be duly authorized, validly issued, fully-paid and non-assessable.
Corporate Headquarters: 5420 S. Durango Dr. Las Vegas, NV 89113
Las Vegas Sands Corp.
July 26, 2024
Page 2
The opinion expressed above is limited to the laws of the State of Nevada and is intended solely for use in connection with the registration of the Shares as described in the Registration Statement, and it may not be reproduced or filed publicly, without my written consent; provided, however, I hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, I do not hereby admit that I am in a category of persons whose consent is required pursuant to Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder.
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| | | | Very truly yours, |
| | | /S/ D. ZACHARY HUDSON |
| | | Name: D. Zachary Hudson
Title: Executive Vice President, Global General Counsel and Secretary |
| | | Las Vegas Sands Corp. |
Corporate Headquarters: 5420 S. Durango Dr. Las Vegas, NV 89113
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 7, 2024, relating to the financial statements of Las Vegas Sands Corp. and the effectiveness of Las Vegas Sands Corp.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Las Vegas Sands Corp. for the year ended December 31, 2023.
/s/ DELOITTE & TOUCHE LLP
Las Vegas, Nevada
July 26, 2024
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