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): April 29, 2013
LAS VEGAS SANDS CORP.
(Exact name of registrant as specified in its charter)
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NEVADA
(State or other jurisdiction
of incorporation)
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001-32373
(Commission File Number)
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27-0099920
(IRS Employer
Identification No.)
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3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA
(Address of principal executive offices)
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89109
(Zip Code)
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Registrant’s telephone number, including area code: (702) 414-1000
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box 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 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure.
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As previously reported, on April 23, 2013, PricewaterhouseCoopers LLP (“PwC”) indicated to Las Vegas Sands Corp. (the “Company”), and the Company concurred, that PwC declined to stand for re-election as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. PwC’s current appointment will terminate upon completion of its review of the Company’s condensed consolidated financial statements as of and for the quarter ended March 31, 2013, the filing of the related Form 10-Q, and completion of certain statutory audit services.
On April 29, 2013, Sands China Ltd. (“SCL”), a subsidiary of the Company with ordinary shares listed on The Stock Exchange of Hong Kong Limited, announced that it had received a letter from PwC stating that PwC will not be standing for re-appointment as SCL’s auditor for the year ending December 31, 2013 and that PwC’s current appointment will terminate upon completion of PwC’s review of SCL’s financial information prepared for inclusion in the Company’s condensed consolidated financial statements as of and for the quarter ended March 31, 2013. SCL’s announcement is attached as Exhibit 99.1 to this report and is incorporated by reference into this item.
The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
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Item 9.01
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Financial Statements and Exhibits.
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99.1
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SCL announcement, dated April 29, 2013
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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: April 29, 2013
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LAS VEGAS SANDS CORP.
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By:
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/s/ Ira H. Raphaelson
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Name:
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Ira H. Raphaelson
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Title:
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Executive Vice President and Global General Counsel
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