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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Amendment No. 1)
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|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 333-98369
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WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
NEVADA 46-0484987
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
3131 Las Vegas Boulevard South - Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |X|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
The aggregate market value of the registrant's voting interests held by
non-affiliates on June 30, 2005 was $0. Wynn Resorts Holdings, LLC owns all of
the membership interests of the registrant as of March 27, 2006.
EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K/A (this "Amendment") is
being filed to correct certain information regarding executive compensation in
Item 11 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2005, as filed with the Securities and Exchange Commission on March
31, 2006 (the "Original Filing"). Pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as a result of this Amendment, the certifications filed
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, included as exhibits
to the Original Filing, have been amended, restated, re-executed and re-filed as
of the date of this Amendment and are included as Exhibits 31.1 and 31.2 hereto.
Except for the matters described above, this Amendment does not modify or
update disclosures in, or exhibits to, the Original Filing. Furthermore, this
Amendment does not change any previously reported financial results, nor does it
reflect events occurring after the date of the Original Filing.
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Item 11. Executive Compensation
The following table sets forth the compensation paid or accrued by the
Company to the Chief Executive Officer of the Company (or persons acting in a
similar capacity) and to each of the four most highly compensated executive
officers of the Company (other than the Chief Executive Officer) (collectively,
the "Named Executive Officers"), for services rendered to the Company and its
affiliates in all capacities during the last completed fiscal year.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
--------------------------------------------- ------------------------
Awards
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Securities All
Restricted Underlying Other
Other Annual Stock Options/ Comp-
Salary Bonus Compensation Award(s) SARs nsation
Name and Principal Position Year ($) ($) ($)(2)(3) ($)(4) (#) e($)(1)
- -------------------------------------------- ----- ----------- ---------- ------------ ---------- ----------= --------
Marc D. Schorr (5)
Chief Executive Officer and President 2005 $1,000,000 $1,500,000 $119,781 $8,425,000 -- $11,202
Andrew Pascal (5)
Chief Operating Officer and President 2005 $ 400,731 $ 300,000 $-- $-- 100,000 $ 370
David Sisk
Chief Financial Officer and Senior Vice 2005 $ 350,000 $ 250,000 $-- $-- 100,000 $ 6,660
President
Matt Maddox
Senior Vice President--Business Development 2005 $ 337,886 $ 150,000 $ 61,321 $-- 50,000 $ 6,589
Richard Cotter
Executive Vice President--Hotel Operations 2005 $ 407,692 $ 75,000 $-- $-- -- $ 7,266
Robert Oseland
Executive Vice President--Casino Operations 2005 $ 300,000 $ 175,000 $-- $-- -- $ 7,065
Arthur Nathan
Chief Human Resources Officer and Senior 2005 $ 300,000 $ 60,000 $-- $-- -- $ 7,590
Vice President
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(1) The following amounts are included in All Other Compensation: (i) the Company's matching contributions
made in fiscal year 2005 to Wynn Resorts' 401(k) Plan, as follows: Marc D. Schorr ($6,300), Andrew Pascal
($0), David Sisk ($6,300), Matt Maddox ($6,300), Richard Cotter ($6,300), Robert Oseland ($6,300) and
Arthur Nathan ($6,300) and (ii) executive life insurance premiums paid in 2005, as follows: Marc D.
Schorr ($4,902), Andrew Pascal ($370), David Sisk ($360), Matt Maddox ($289), Richard Cotter ($966),
Robert Oseland ($270) and Arthur Nathan ($1,290). The Company also paid $495 for cellular service for
Mr. Oseland during 2005.
(2) Included in Other Annual Compensation of Mr. Schorr in 2005, is $119,781 attributable to personal use of
the Company's and Wynn Resorts' corporate aircraft. The amount attributable to personal use by the
executive includes the allocated variable expenses of maintaining and operating the aircraft allocated to
the executive's personal use using Internal Revenue Services principles, to the extent that the allocated
expenses exceed amounts paid by the executive. The amount paid by the executive is determined by
reference to the Internal Revenue Service's Standard Industry Fare Level ("SIFL") tables. Internal
Revenue Service rules prohibit the Company from deducting the amount attributable to personal use. The
SIFL amount is used by the Company and its executives for tax reporting purposes.
(3) Included in Other Annual Compensation for Mr. Maddox was approximately $61,321 paid for housing and
relocation costs.
(4) On December 27, 2004, subject to certain conditions, the Compensation Committee approved a grant to
Mr. Schorr of 125,000 shares of restricted stock for services rendered during 2004. This grant became
effective on February 3, 2005. Twenty (20) percent of the grant vests annually over a five-year period
beginning with December 15, 2005. As of December 31, 2005, the value of the unvested portion of
Mr. Schorr's grant was $5,485,000, based on a closing price of $54.85 per share on December 30, 2005.
There are no voting rights associated with any unvested shares and any distributions or dividends with
respect to unvested shares are held by the Company and are released only upon vesting.
(5) Mr. Schorr served as President and Chief Executive Officer of the Company until October 2005, at which
time Mr. Pascal was appointed President and Chief Operating Officer of the Company, and Mr. Schorr ceased
to be an officer of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information related to options to purchase
Wynn Resorts common stock granted to the Named Executive Officers during the
year ended December 31, 2005, and the number and value of such options held as
of the end of the year. For the year ended December 31, 2005, Wynn Resorts did
not grant any SARs.
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Grants For Option Term
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Number of Percent of Total Exercise
Securities Options Granted or Base
Underlying Options to Employees in Price Expiration
Name Granted (#) Fiscal Year (1) ($/Share) Date 5% ($) 10% ($)
- ----------------------- ------------------ ----------------- ---------- ---------- ----------- ---------------
Marc D. Schorr......... -- -- -- -- -- --
Andrew Pascal.......... 100,000(2) 7.54% $ 56.67 08/01/15 $ 3,563,946 $ 9,031,739
David Sisk............. 100,000(2) 7.54% $ 56.67 08/01/15 $ 3,563,946 $ 9,031,739
Matt Maddox............ 50,000(3) 3.77% $ 51.08 11/07/15 $ 1,606,197 $ 4,070,418
Richard Cotter......... -- -- -- -- -- --
Robert Oseland......... -- -- -- -- -- --
Arthur Nathan.......... -- -- -- -- -- --
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(1) The 2002 Stock Incentive Plan under which options are granted is a plan sponsored by Wynn Resorts.
(2) These options vest in three equal installments on August 1, 2008, August 1, 2009 and August 1, 2010.
(3) This option vest in three equal installments on November 7, 2008, November 7, 2009 and November 7,
2010.
2005 Option Values
The following table provides information related to options to purchase
Wynn Resorts common stock held by the Named Executive Officers at December 31,
2005.
Number of Securities Value of Unexercised
Underlying Unexercised Options In-the-Money Options at
at December 31, 2005 December 31, 2005 (1)
Options Value ------------------------------ ---------------------------
Name Exercised Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------- ---------- ------------ ------------ ------------- ------------ -------------
Marc D. Schorr................. -- -- 100,000 100,000 $ 3,945,000 $ 3,945,000
Andrew Pascal.................. 5,000 $ 264,300 28,750 141,250 $ 1,013,250 $ 1,342,800
David Sisk..................... -- -- 37,500 137,500 $ 1,307,250 $ 1,307,250
Matt Maddox.................... -- -- 43,750 106,250 $ 1,273,125 $ 941,625
Richard Cotter................. -- -- 37,500 37,500 $ 1,307,250 $ 1,307,250
Robert Oseland................. 12,500 $ 653,750 18,750 18,750 $ 753,125 $ 753,125
Arthur Nathan.................. -- -- 12,500 12,500 $ 493,125 $ 493,125
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(1) Options are "in-the-money" if, on December 31, 2005, the market price of Wynn Resorts' common stock
exceeded the exercise price of such options. The value of such options is calculated by determining the
difference between the aggregate market price of Wynn Resorts' common stock covered by the options on
December 31, 2005, and the aggregate exercise price of such options. The market price of Wynn Resorts
stock on December 31, 2005 was $54.85.
Compensation of Directors
Directors who are not employees of Wynn Resorts receive a monthly fee of
$4,000 for services as a director. Directors who serve on the Audit Committee,
the Compensation Committee or the Nominating/ Governance Committee receive an
additional monthly fee of $1,000 per committee ($2,000 for committee chairman).
Each non-employee also receives a $1,500 meeting fee for each board or committee
meeting they attend. All directors are reimbursed for expenses connected with
attendance at meetings of the Board of Directors.
Each non-employee director, other than non-employee directors who
beneficially own more than five percent of Wynn Resorts' issued and outstanding
common stock, received an immediately exercisable option grant for 10,000 shares
of Wynn Resorts' common stock upon their initial appointment to the Board of
Directors. In addition, on May 1, 2005, each member of the Board of Directors,
other than Messrs. Wynn, Okada, Kramer and Mrs. Wynn, were granted an option to
purchase 10,000 shares of Wynn Resorts' common stock. This option grant vests
pro rata over a four year period and has a per share exercise price of $52.94,
the fair market value of Wynn Resorts' common stock on the date of grant.
Robert J. Miller, a member of the Board of Directors, also receives a
$50,000 annual retainer for his service as the Chairman of the Company's Gaming
Compliance Committee.
Employment Agreements
Wynn Resorts or the Company has entered into employment agreements with
each of the Named Executive Officers:
o Mr. Schorr's employment agreement was effective as of October 25, 2002
and terminates on October 25, 2007. His employment agreement provides
for an annual base salary of $750,000 for the first year and
$1,000,000 for the remainder of the term of his employment agreement.
o Mr. Pascal's employment agreement was effective as of July 21, 2005
and terminates on November 7, 2009. His employment agreement provides
for an annual base salary of $750,000 for each year during of the term
of his employment agreement.
o Mr. Sisk's employment agreement was effective as of October 27, 2003
and terminates on October 27, 2007. His employment agreement provides
for an annual base salary of $350,000.
o Mr. Maddox's employment agreement was effective as of October 1, 2005
and terminates on March 17, 2011. His employment agreement provides
for an annual base salary of $375,000; increasing to $400,000 on
September 30, 2006.
o Mr. Cotter's employment agreement was effective as of October 20, 2003
and terminated on October 20, 2007. His employment agreement provides
for an annual base salary of $400,000 for the remainder of the term of
the agreement. Mr. Cotter's employment agreement was terminated
effective March 30, 2006.
o Mr. Oseland's employment agreement was effective as of July 1, 2001
and terminates on July 1, 2007. His employment agreement provides for
an annual base salary of $300,000 and a guaranteed annual bonus of
$125,000 during the term of the agreement. In addition, Mr. Oseland
shall receive an incentive bonus of $250,000 upon the sixth
anniversary of the effective date of his employment.
o Mr. Nathan's employment agreement is effective as of January 6, 2003
and terminates on January 6, 2007. Mr. Nathan's employment agreement
provides for an annual base salary of $300,000 for each year of his
term.
The other terms of the employment agreements are similar for each Named
Executive Officer, except as noted below. Each executive is eligible to receive
a bonus and an increase in base salary at such times and in such amounts as the
Board of Directors, in its sole and exclusive discretion, may determine. Each
executive will (i) be entitled to participate, to the extent that he or she is
otherwise eligible, in all employee benefit plans that we maintain for our
executives, and (ii) receive reimbursement for reasonable business expenses
(including entertainment, promotional, gift and travel expenses and club
memberships).
If Wynn Resorts terminates Marc Schorr's employment agreement for "cause,"
or if Mr. Schorr terminates his employment upon Wynn Resorts' material breach
of his employment agreement or for "good reason" following a "change of
control" (as these terms are defined in his employment contracts), Wynn Resorts
will pay the Mr. Schorr a separation payment in a lump sum equal to the
following:
(a) Mr. Schorr's base salary for the remainder of the term of the
employment agreement, but not for less than one year;
(b) the bonus that Mr. Schorr received for the preceding bonus period,
projected over the remainder of the term (but not less than the preceding bonus
that was paid),
(c) base salary and any accrued but unpaid vacation pay through the
termination date; and
(d) an amount necessary to reimburse Mr. Schorr for any golden parachute
excise tax he incurs under Internal Revenue Code Section 4999.
If Mr. Nathan is terminated for any reason, we will pay Mr. Nathan his
base salary and any accrued but unpaid vacation pay through his termination
date.
With the exception of Messrs. Schorr, Maddox and Nathan, if we or Wynn
Resorts terminate any of the other Named Executive Officers employment
agreement for "cause," or if executive terminates his employment upon our or
Wynn Resorts' material breach of his employment agreement or for "good reason"
following a "change of control" (as these terms are defined in his employment
contracts), we or Wynn Resorts, as the case may be, will pay the executive a
separation payment equal to:
(a) twelve months of the executive's base salary;
(b) an amount equal to the bonus previously paid to the executive in the
preceding bonus period;
(c) base salary and any accrued but unpaid vacation pay through the
termination date; and
(d) an amount necessary to reimburse the executive for any golden
parachute excise tax the executive incurs under Internal Revenue Code
Section 4999 (Mr. Oseland is not entitled to this payment).
Upon employment termination and in addition to the separation payment set
forth above, the Named Executive Officers other than Messrs. Nathan, Oseland,
and Maddox will also be entitled to health benefits coverage for the executive
and his dependents under the same arrangements under which the executive was
covered immediately before his termination, until the earlier of (i) the
expiration of the period for which the separation payment is paid or (ii) the
date the executive becomes covered under another group health plan not
maintained by Wynn Resorts.
If the employment of any of the Named Executive Officers is terminated for
any reason, other than as described above, before the expiration of the term
(e.g., because of the executive's death, disability, discharge for cause or
revocation of gaming license), we or Wynn Resorts, as the case may be, will pay
the executive only his base salary and any accrued but unpaid vacation pay
through his termination date.
We will also provide to Mr. Schorr and his family the right to personal
use of our aircraft, and have entered into a time-sharing agreement with him
that requires, among other things, that he pay to us his and his family's share
of the direct costs that we incur in operating the aircraft, up to an amount
determined by using the Internal Revenue Service Standard Industry Fare Level
(SIFL) tables.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of Wynn Resorts' Board of
Directors (the "Compensation Committee") are appointed by the Board of
Directors each year. The current members of the Compensation Committee, Messrs.
Moran, Miller, Wayson and Zax, were appointed on May 2, 2005. No member of the
Compensation Committee is, or was, formerly one of our officers or employees.
No interlocking relationship exists between the Board of Directors or
Compensation Committee and the board of directors or compensation committee of
any other company, nor has any interlocking relationship existed in the past.
Item 15. Exhibits and Financial Statement Schedules
(a) 3. Exhibits
EXHIBIT INDEX
Exhibit No. Description
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31.1 Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
WYNN LAS VEGAS, LLC
By: WYNN RESORTS HOLDINGS, LLC
its sole member
By: WYNN RESORTS, LIMITED
its sole member
By /s/ JOHN STRZEMP
Dated: April 11, 2006 --------------------------------------------
John Strzemp
Executive Vice President and Chief Financial
Officer of Wynn Resorts, Limited
Exhibit 31.1
Certification of the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andrew Pascal, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of
Wynn Las Vegas, LLC;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: April 11, 2006
/S/ ANDREW PASCAL
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Andrew Pascal
Chief Operating Officer and President
(Principal Executive Officer)
Exhibit 31.2
Certification of the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David Sisk, certify that:
1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of
Wynn Las Vegas, LLC;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth quarter in the
case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: April 11, 2006
/s/ DAVID SISK
----------------------------------
David Sisk
Chief Financial Officer and
Senior Vice President
(Principal Financial Officer and
Principal Accounting Officer)