Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122978
Prospectus Supplement No. 3 To Prospectus Dated February 24, 2005.
LAS VEGAS SANDS CORP.
Common Stock
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This prospectus supplement, dated May 26, 2006 (this "Supplement"),
supplements the prospectus filed as part of our Registration Statement on Form
S-8 dated February 24, 2005, as supplemented on August 4, 2005 and September
13, 2005 (Registration File No. 333-122978) (as supplemented, the
"Prospectus"). All capitalized terms used herein which are not otherwise
defined have the meaning ascribed to them in the Prospectus.
You should read this Supplement in connection with the Prospectus. This
Supplement is qualified by reference to the Prospectus, except to the extent
the information in this Supplement supersedes the information contained in the
Prospectus.
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NEITHER THE NEVADA STATE GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION
NOR ANY OTHER GAMING REGULATORY AGENCY HAS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE SECURITIES OFFERED
HEREBY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
SELLING STOCKHOLDERS
The information below supersedes and replaces in its entirety the
information set forth in the section entitled "Selling Stockholders" in the
Prospectus.
The following table sets forth, for the selling stockholders, as of May
26, 2006, the number of shares of common stock beneficially owned by each
selling stockholder, and the number of shares that may be offered by each
selling stockholder using this prospectus and each stockholder's percentage
ownership of common stock assuming the sale of all of the shares offered
hereby. A person is deemed to be a "beneficial owner" of a security if that
person has or shares voting power, which includes the power to vote or direct
the voting of such security, or investment power, which includes the power to
dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a
right to acquire beneficial ownership within 60 days.
We do not know when or in what amounts the selling stockholders may
offer shares for sale. The selling stockholders may not sell all or any of the
shares offered by this prospectus. Consequently, we cannot estimate the number
of the shares that will be held by the selling stockholders after completion
of the offering. However, for purposes of the table below, we have assumed
that, after completion of the offering, none of the shares covered by this
prospectus as of the date of this prospectus will be held by the selling
stockholders. Assuming the sale of all shares offered hereby and the exercise
of all options for shares of common stock held by the selling stockholders,
each of the selling stockholders will beneficially own zero or less than 1% of
our common stock shares outstanding after this offering.
The proceeds from the sale of the common stock offered under this
prospectus are solely for the account of the selling stockholders. We will not
receive any of the proceeds from any sale of shares by the selling
stockholders.
This prospectus may be amended or supplemented from time to time to add
selling stockholders to or delete the names of selling stockholders from the
following list or to otherwise amend or supplement the information in the
table set forth below.
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NUMBER OF SHARES NUMBER OF SHARES
NAME TITLE BENEFICIALLY OWNED THAT MAY BE OFFERED
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William Weidner (1) President and Chief 5,297,186 5,297,186
Operating Officer
Weidner Holdings, LLC 5,252,834 5,252,834
Bradley H. Stone(2) Executive Vice 1,438,046 1,438,046
President
The Stone Crest Trust 1,667,087 1,667,087
Robert G. Goldstein(3) Senior Vice President 1,362,161 1,377,816
The Robert and Sheryl 1,096,101 1,096,101
Goldstein Trust
The Robert G. Goldstein 248,451 248,451
Grantor Retained Annuity Trust
Richard Heller President/General Manager 430,164 430,164
of Sands Expo Center
Jack Braman Vice President-Information 121,066 121,066
Systems
Dan Raviv Special Assistant to 451,115 451,115
the Chairman of the Board
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(1) This amount includes 23,479 shares of restricted stock and options to
purchase 20,873 shares of our Common Stock that are vested and
exercisable. This amount also includes 5,252,834 shares of our Common
Stock transferred to Weidner Holdings, LLC, a limited liability company
of which Mr. Weidner is the sole member manager.
(2) This amount includes 20,544 shares of restricted stock and options to
purchase 18,264 shares of our Common Stock that are vested and
exercisable. This amount excludes 1,667,087 shares that Mr. Stone
transferred to The Stone Crest Trust and over which he has no voting or
dispositive control.
(3) This amount includes 17,609 shares of restricted stock and options to
purchase 15,655 shares of our Common Stock that are vested and
exercisable. This amount also includes 1,096,101 shares of our Common
Stock that Mr. Goldstein transferred to The Robert and Sheryl Goldstein
Trust and 248,451 shares of our Common Stock that Mr. Goldstein
transferred to The Robert G. Goldstein Grantor Retained Annuity Trust.
Mr. Goldstein may be deemed to have beneficial ownership of all such
shares.