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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 1, 2006
LAS VEGAS SANDS CORP.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
001-32373 27-0099920
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(Commission File Number) (IRS Employer Identification No.)
3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
(702) 414-1000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 (SEE General Instruction A.2. below):
|_| Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Las Vegas Sands Corp. ("LVSC") has appointed Robert P. Rozek, 45, as
the Senior Vice President and Chief Financial Officer of LVSC and its
subsidiaries, effective on June 8, 2006. Mr. Rozek also will serve as the
principal accounting officer of LVSC. From April 2005 until he joined LVSC,
Mr. Rozek was the Director & Vice President of Finance Operations and Vice
President, Corporate Finance Group of Eastman Kodak Company. From December
2003 until March 2005, Mr. Rozek served as the Director & Vice President,
Finance, Europe, Middle East and Africa Region, Digital and Film Imaging
Systems and Eastman Kodak S.A. at Eastman Kodak Company. From June 2001 until
November 2003, Mr. Rozek was the Corporate Controller at Eastman Kodak
Company. Prior to joining Eastman Kodak Company, Mr. Rozek was a partner in
the Boston office of PricewaterhouseCoopers LLP.
In connection with Mr. Rozek's appointment, LVSC and its wholly-owned
subsidiary, Las Vegas Sands, LLC (collectively with LVSC, the "Company"),
entered into an employment agreement with Mr. Rozek on June 1, 2006. The
employment agreement is effective as of June 8, 2006 and expires on December
31, 2009, with automatic one-year extension rights unless any party gives
notice of his or its intention not to extend the employment agreement at least
120 days prior to the expiration of the initial or any renewal term of the
employment agreement.
Pursuant to the employment agreement, Mr. Rozek will have such powers,
duties and responsibilities as are generally associated with his office, as
may be modified or assigned to him by the Company's Chief Executive Officer
and subject to the supervision of the Company's Chief Executive Officer and
its Board of Directors.
Under the employment agreements, Mr. Rozek will receive an initial
annual base salary of $500,000, and will also receive:
o an annual bonus based on the attainment of certain performance targets
pursuant to the Company's Executive Cash Incentive Plan; and
o annual grants of options and, subject to the attainment of certain
performance targets, restricted stock awards, pursuant, in each case,
to the Company's 2004 Equity Award Plan (the "2004 Plan").
Mr. Rozek also will be entitled to receive other employee benefits
generally made available to the Company's employees.
In the event of a termination of Mr. Rozek's employment for cause (as
defined in his employment agreement) or a voluntary termination by Mr. Rozek
(other than for good reason), all salary and benefits will immediately cease
(subject to any requirements of law).
In the event of a termination of Mr. Rozek's employment by the Company
without cause or a voluntary termination by Mr. Rozek for good reason (as
defined in his employment agreement) other than during the two year period
following a change in control (as defined in the 2004 Plan), the Company will
be obligated to pay or provide Mr. Rozek with:
o his salary for the rest of the term of his employment agreement,
subject to reduction if Mr. Rozek becomes employed elsewhere;
o a pro rata annual bonus at the time the bonus would normally be paid;
o full vesting of all unvested options and restricted stock outstanding
on the date of termination; and
o continued health and welfare benefits for the remainder of the term of
his employment agreement (or, if earlier, until Mr. Rozek receives
health and welfare coverage with a subsequent employer).
In the event of a termination of Mr. Rozek's employment by the Company
without cause or a termination by Mr. Rozek for good reason within the
two-year period following a change in control, the Company will be obligated
to pay or provide Mr. Rozek with:
o a lump sum payment of two times his salary for the year of
termination;
o full vesting of all unvested options and restricted stock awards
outstanding on the date of termination;
o a pro rata annual bonus for the year of termination; and
o continued health and welfare benefits for two years following
termination (or, if earlier, until he receives health and welfare
coverage with a subsequent employer).
In the case of a termination of Mr. Rozek's employment due to his
death or disability (as defined in his employment agreement), he will be
entitled to receive:
o continued payments of salary, less any applicable disability short
term insurance payments, for a period of twelve months following the
date of termination;
o accelerated vesting of options and restricted stock awards such that
all such options and awards that would have vested during the twelve
month period following the date of termination will become vested as
of the date of termination; and
o a pro rata annual bonus payable at the time the bonus would normally
be paid.
If Mr. Rozek terminates his employment on or after the last day of a
fiscal year but before the actual grant date of the restricted stock award for
that fiscal year, he will be granted a fully vested award for that fiscal year
on the date the award would have otherwise been made (and subject to the
applicable performance target being achieved) equal to the number of shares he
would have been awarded multiplied by the following applicable percentage:
o 0% if the termination was for cause or a voluntary termination (other
than for good reason or retirement);
o 33 1/3% if the termination was due to death or disability; and
o 100% if the termination is by the Company without cause or by Mr.
Rozek for good reason.
Mr. Rozek's employment agreement may not be amended, changed or
modified except by a written document signed by each of the parties.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
The information required by this Item relating to the appointment of
Mr. Rozek as LVSC's Senior Vice President and Chief Financial Officer is
incorporated by reference from Item 1.01. Mr. Rozek was appointed on June 7,
2006. The appointment is effective on June 8, 2006.
On June 8, 2006, Scott Henry will cease to be the Chief Financial
Officer of LVSC. Effective on June 8, 2006, Mr. Henry will become the Senior
Vice President, Finance and will continue to report to the Chief Executive
Officer of LVSC.
On June 7, 2006, LVSC issued a press release announcing Mr. Rozek's
appointment as its Senior Vice President and Chief Financial Officer and Mr.
Henry's appointment as its Senior Vice President, Finance. The press release
is attached as Exhibit 99.1 to this report and is incorporated by reference
into this Item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated June 7, 2006.
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: June 7, 2006
LAS VEGAS SANDS CORP.
By: /s/ Sheldon G. Adelson
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Name: Sheldon G. Adelson
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated June 7, 2006.