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): July 20, 2005
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada 000-50028 46-0484987
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
Nevada 333-98369 88-0494878
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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:
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencements 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.
On July 20, 2005, Wynn Las Vegas, LLC ("WLV"), a wholly owned subsidiary of
Wynn Resorts, Limited, entered into an agreement with Spamalot, LLC (the
"Producer") to produce and present "Monty Python's Spamalot" in a new theatre
to be constructed at the Wynn Las Vegas casino resort. The new theatre is
expected to be adjacent to the existing Wynn Theatre and will include a
merchandise store, food and beverage facilities and a themed "Spamalot
environment." Under the agreement, WLV is responsible for construction of the
theatre and related facilities, as well as advancement of initial production
costs. WLV expects that these costs, together with the rights fees described
below, will exceed $50 million. The Producer will produce and manage the show.
The construction cost and completion date for the theatre, and the opening
date for the production, have not yet been determined.
Under the agreement, WLV is obligated to pay an up front production rights
fee, a portion of which is subject to recoupment. After payment of royalties
to the Producer and others, payment of the weekly operating expenses, and
recoupment by WLV of the initial production costs, WLV and the Producer will
share in the net profits of the show. WLV and the Producer also will share in
the net merchandise revenues. WLV and the Producer will mutually agree on
budgets for the initial production costs and weekly operating expenses. WLV
will be responsible for any weekly operating losses, but expenditures in
excess of budgeted amounts will be the responsibility of the Producer. Weekly
operating expenses will include a theatre rental fee to WLV and compensation
to WLV for utilities, maintenance, repairs and other customary theatre
expenses.
The agreement has a term of seven years, starting on the date of the first
paid public performance, subject to extension for an additional period of
three years at WLV's option. The agreement may be terminated by either WLV or
the Producer if, at any time after the first year, the production does not
generate net profits for any six weeks in any three month period. During the
term, the Producer has agreed to certain restrictions and holdbacks with
respect to performances of the show in Nevada, California and Arizona.
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: July 26, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer
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: July 26, 2005
WYNN LAS VEGAS, LLC
By: Wynn Resorts Holdings, LLC,
its sole member
By: Wynn Resorts, Limited, its
sole member
By: /s/ John Strzemp
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John Strzemp
Chief Financial Officer