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Share Name | Share Symbol | Market | Type |
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Wynn Resorts Ltd | NASDAQ:WYNN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.03 | 2.13% | 97.30 | 90.00 | 102.85 | 97.11 | 95.91 | 96.92 | 1,323,196 | 05:00:11 |
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Nevada
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46-0484987
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Title of each class of
securities to be registered(1)
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Amount
to be
registered(2)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee(2)(3)
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Common stock, par value $0.01 per share
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—
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—
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—
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—
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Preferred stock, par value $0.01 per share
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—
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—
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—
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—
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Depositary shares representing preferred stock(4)
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—
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—
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—
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—
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Senior debt securities, senior subordinated debt securities, subordinated debt securities and junior subordinated debt securities
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—
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—
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—
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—
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(1)
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Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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(2)
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An indeterminate aggregate offering price or number of securities of each identified class to be offered at indeterminate prices from time to time is being registered pursuant to this registration statement.
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(3)
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In accordance with Rules 456(b) and 457(r), Wynn Resorts, Limited is deferring payment of the registration fee.
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(4)
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Such indeterminate number of depositary shares to be evidenced by depositary receipts issued under a deposit agreement. If fractional interests in shares of preferred stock are issued, depositary receipts will be distributed for such fractional interests and the shares of preferred stock will be issued to the depositary under the deposit agreement.
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shares of our common stock, par value $0.01 per share;
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shares of our preferred stock, par value $0.01;
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depositary shares representing preferred stock; and
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debt securities.
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incorporated documents, including exhibits and other information not included in this prospectus or a prospectus supplement, are considered part of this prospectus;
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we are disclosing important business and financial information to you by referring you to those documents; and
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information that we file in the future with the SEC automatically will update and supersede earlier information contained or incorporated by reference into this prospectus.
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our annual report on Form 10-K for the fiscal year ended December 31, 2015;
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our quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016;
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our current reports on Form 8-K filed on February 11, 2016 (with respect to Item 8.01 only), April 20, 2016, May 5, 2016 (with respect to Item 8.01 only), July 6, 2016, July 28, 2016 (with respect to Item 8.01 only), August 23, 2016, and November 2, 2016 (with respect to Item 8.01 only);
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the description of our common stock set forth in our Registration Statement on Form 8-A, filed on October 7, 2002 (File No. 000-50028), including any amendment or reports filed for the purpose of updating the description of our common stock contained therein; and
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all other documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to termination of the offering of securities offered by this prospectus and any accompanying prospectus supplement.
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our dependence on Stephen A. Wynn;
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general global political and economic conditions, particularly in China, which may impact levels of travel, leisure and consumer spending;
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construction risks (including disputes with and defaults by contractors and subcontractors; construction, equipment or staffing problems; shortages of materials or skilled labor; environment, health and safety issues; and unanticipated cost increases);
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factors affecting the development and success of new gaming and resort properties (including limited labor resources in Macau and government labor and gaming policies, unexpected cost increases, transportation infrastructure, environmental regulation and our ability to secure federal, state and local permits and approvals necessary for our construction projects);
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changes in the valuation of the promissory note we issued in connection with the redemption of Mr. Okada's shares;
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restrictions or conditions on visitation by citizens of mainland China to Macau;
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potential violations of law by Mr. Kazuo Okada, a former shareholder of ours;
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pending or future legal proceedings, regulatory or enforcement actions or probity investigations;
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any violations by us of the anti-money laundering laws or Foreign Corrupt Practices Act;
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competition in the casino/hotel and resort industries and actions taken by our competitors, including new development and construction activities of competitors;
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our dependence on a limited number of resorts and locations for all of our cash flow;
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our relationships with Macau gaming promoters;
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our ability to maintain our customer relationships and collect and enforce gaming receivables;
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extensive regulation of our business (including the Chinese government's ongoing anti-corruption campaign) and the cost of compliance or failure to comply with applicable laws and regulations;
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our ability to maintain our gaming licenses and concessions;
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changes in gaming laws or regulations;
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changes in federal, foreign, or state tax laws or the administration of such laws;
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cybersecurity risk including misappropriation of customer information or other breaches of information security;
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our current and future insurance coverage levels;
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conditions precedent to funding under our credit facilities;
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continued compliance with all provisions in our debt agreements;
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leverage and debt service (including sensitivity to fluctuations in interest rates);
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the impact on the travel and leisure industry from factors such as an outbreak of an infectious disease, extreme weather patterns or natural disasters, military conflicts and any future security alerts and/or terrorist attacks;
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our subsidiaries' ability to pay us dividends and distributions;
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our ability to protect our intellectual property rights;
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doing business in foreign locations such as Macau;
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legalization of gaming in certain jurisdictions; and
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changes in exchange rates.
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Nine months
ended
September 30, 2016
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Years ended December 31,
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2015
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2014
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2013
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2012
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2011
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Ratio of earnings to combined fixed charges and preferred stock dividends
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1.33x
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1.69x
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3.63x
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4.14x
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3.52x
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4.50x
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Item 14.
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Other Expenses of Issuance and Distribution
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SEC registration fee
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$
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*
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Accounting fees and expenses
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+
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Legal fees and expenses
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+
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Printing fees and expenses
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+
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NASDAQ listing fee
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+
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Miscellaneous
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+
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Total
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$
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*
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In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee for the securities offered by this prospectus.
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These fees cannot be estimated at this time as they are calculated based on the securities offered and the number of issuances. An estimate of the aggregate expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement.
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Item 15.
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Indemnification of Directors and Officers
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Item 16.
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Exhibits
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Exhibit
No.
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Description
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4.1
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Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
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4.2
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Eighth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
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4.3
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Specimen certificate for shares of common stock, $0.01 par value per share, of the Registrant. (Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Form S-1 filed by the registrant on October 7, 2002 (File No. 333-90600).)
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4.4
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Indenture, dated as of March 29, 2004, between the registrant and U.S. Bank National Association, as indenture trustee. (Incorporated by reference to the Registration Statement on Form S-3 filed by the Registrant on March 30, 2004 (File No. 333-114022).)
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4.5
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Form of Deposit Agreement. (Incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 filed by the Registrant on March 30, 2004 (File No. 333-114022).)
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4.6
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Form of Depositary Share (included in Exhibit 4.5)
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*5.1
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Opinion of Gibson, Dunn & Crutcher LLP
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*5.2
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Opinion of Brownstein Hyatt Farber Schreck, LLP
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*12
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Statement re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
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*23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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*23.2
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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*23.3
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.2)
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*24
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Powers of Attorney of officers and directors of Wynn Resorts, Limited (included on signature page of this registration statement)
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*25
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Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, trustee under the Indenture, with respect to the Debt Securities
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*
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Filed herewith.
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Item 17.
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Undertakings
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WYNN RESORTS, LIMITED
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By:
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/s/ Stephen Cootey
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Stephen Cootey
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Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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Signature
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Title
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Date
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/s/ Stephen A. Wynn
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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November 8, 2016
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Stephen A. Wynn
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/s/ Stephen Cootey
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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November 8, 2016
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Stephen Cootey
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/s/ John J. Hagenbuch
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Director
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November 8, 2016
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John J. Hagenbuch
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/s/ Dr. Ray R. Irani
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Director
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November 8, 2016
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Dr. Ray R. Irani
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/s/ Jay L. Johnson
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Director
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November 8, 2016
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Jay L. Johnson
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/s/ Robert J. Miller
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Director
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November 8, 2016
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Robert J. Miller
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/s/ Patricia Mulroy
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Director
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November 8, 2016
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Patricia Mulroy
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/s/ Clark T. Randt, Jr.
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Director
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November 8, 2016
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Clark T. Randt, Jr.
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/s/ Alvin V. Shoemaker
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Director
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November 8, 2016
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Alvin V. Shoemaker
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/s/ J. Edward Virtue
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Director
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November 8, 2016
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J. Edward Virtue
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/s/ D. Boone Wayson
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Director
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November 8, 2016
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D. Boone Wayson
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Exhibit
No.
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Description
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4.1
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Third Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on May 8, 2015.)
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4.2
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Eighth Amended and Restated Bylaws of the Registrant. (Incorporated by reference from the Quarterly Report on Form 10-Q filed by the Registrant on November 6, 2015.)
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4.3
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Specimen certificate for shares of common stock, $0.01 par value per share, of the Registrant. (Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Form S-1 filed by the registrant on October 7, 2002 (File No. 333-90600).)
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4.4
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Indenture, dated as of March 29, 2004, between the registrant and U.S. Bank National Association, as indenture trustee. (Incorporated by reference to the Registration Statement on Form S-3 filed by the Registrant on March 30, 2004 (File No. 333-114022).)
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4.5
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Form of Deposit Agreement. (Incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 filed by the Registrant on March 30, 2004 (File No. 333-114022).)
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4.6
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Form of Depositary Share (included in Exhibit 4.5)
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*5.1
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Opinion of Gibson, Dunn & Crutcher LLP
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*5.2
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Opinion of Brownstein Hyatt Farber Schreck, LLP
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*12
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Statement re: Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
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*23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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*23.2
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)
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*23.3
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.2)
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*24
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Powers of Attorney of officers and directors of Wynn Resorts, Limited (included on signature page of this registration statement)
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*25
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Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, trustee under the Indenture, with respect to the Debt Securities
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*
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Filed herewith.
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