<PAGE>1 OF 19
As filed with the Securities and Exchange Commission on May 9, 1995
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
SIERRA HEALTH SERVICES, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 88-0200415
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or Classification Code Number) Identification No.)
organization)
2724 NORTH TENAYA WAY
LAS VEGAS, NEVADA 89128
(702) 242-7000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_____________
ANTHONY M. MARLON, M.D.
CHIEF EXECUTIVE OFFICER
SIERRA HEALTH SERVICES, INC.
2724 NORTH TENAYA WAY
LAS VEGAS, NEVADA 89128
(702) 242-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________
COPIES TO:
STEPHEN P. FARRELL, ESQ.
MORGAN, LEWIS & BOCKIUS
101 PARK AVENUE
NEW YORK, NEW YORK 10178
(212) 309-6050
_____________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement, as determined by the Registrant.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/
If the securities being registered on this form are being offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AGGREGATE AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO OFFERING OFFERING AMOUNT OF
SECURITIES TO BE BE PRICE PER PRICE REGISTRATION
REGISTERED REGISTERED SHARE(2) (2) FEE
Common Stock, par value 700,000 $26.3125 $18,418,750 $6,351.29
$0.005 per share(1) shares
(1) Includes preferred share purchase rights. Prior to the occurrence
of certain events, such rights will not be exercisable or evidenced
separately from the Common Stock.
(2) Calculated pursuant to Rule 457(c), based upon the average of the
high and low prices for the Common Stock on the New York Stock
Exchange for May 2, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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CROSS-REFERENCE SHEET
Between Items in Part I of the Registration Statement
(Form S-4) and the Prospectus Pursuant to Item 501(b)
Registration Statement Item Heading Prospectus Caption
___________________________________ __________________
1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus. . . . . . . . . . . . . . Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . Inside Front and Outside
Back Cover Page of
Prospectus; Available
Information
3. Risk Factors, Ratio of Earnings to
Fixed Charges and Other Information . . . . . Cover Page; The Company;
Incorporation of Certain
Information by Reference
4. Terms of the Transaction. . . . . . . . . . . *
5. Pro Forma Financial Information . . . . . . . *
6. Material Contracts with the Company
Being Acquired . . . . . . . . . . . . . . . *
7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters . . . . . . . . . . Outstanding Securities
Covered by this Prospectus
8. Interests of Named Experts and Counsel. . . . **
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . . . . . . . . **
10. Information with Respect to
S-3 Registrants . . . . . . . . . . . . . . . The Company; Incorporation
of Certain Information by
Reference
_____________________
* Inapplicable (or partially inapplicable as indicated) upon filing of
this Registration Statement - may be included in subsequent post-
effective amendments under certain circumstances.
** Not applicable or answer is negative.
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Registration Statement Item Heading Prospectus Caption
___________________________________ __________________
11. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . Incorporation of Certain
Information by Reference
12. Information with Respect to
S-2 or S-3 Registrants . . . . . . . . . . . **
13. Incorporation of Certain Information
by Reference. . . . . . . . . . . . . . . . . **
14. Information with Respect to Registrants
Other than S-2 or S-3 Companies . . . . . . . **
15. Information with Respect to
S-3 Companies . . . . . . . . . . . . . . . . **
16. Information with Respect to
S-2 or S-3 Companies. . . . . . . . . . . . . **
17. Information with Respect to Companies
Other than S-2 or S-3 Companies . . . . . . . *
18. Information if Proxies, Consents or
Authorizations are to be Solicited. . . . . . *
19. Information if Proxies, Consents or
Authorizations are not to be Solicited,
or in an Exchange Offer . . . . . . . . . . . *
_____________________________
* Inapplicable (or partially inapplicable as indicated) upon filing of
this Registration Statement - may be included in subsequent post-
effective amendments under certain circumstances.
** Not applicable or answer is negative.
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PROSPECTUS
__________
700,000 SHARES
SIERRA HEALTH SERVICES, INC.
COMMON STOCK
________________________
This Prospectus covers 700,000 shares of Common Stock, $.005 par
value, which may be offered, issued and sold by Sierra Health Services, Inc.
(the "Company") from time to time in connection with the acquisition by the
Company of other businesses or properties, and which shares may be reserved
for issuance pursuant to, or offered, issued and sold upon exercise or
conversion of, warrants, options, convertible debt obligations or equity
securities or other similar instruments issued by the Company from
time to time in connection with any such acquisition.
It is expected that the terms of acquisitions involving the issuance
of securities covered by this Prospectus will be determined by direct
negotiations with the owners or controlling persons of the businesses or
properties to be acquired by the Company, and that the shares of Common
Stock issued will be valued at prices reasonably related to quoted
market prices either at the time the terms of an acquisition are agreed
upon or at or about the time of delivery of such shares. No
underwriting discounts or commissions will be paid, although finders'
fees may be paid from time to time with respect to specific
acquisitions. Any person receiving any such fees may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended
(the "Act").
The shares of Common Stock issued in connection with such
acquisitions may be resold by the recipients thereof. See "Outstanding
Securities Covered by this Prospectus" for information relating to
resales pursuant to this Prospectus of shares of Common Stock issued
under this Registration.
The Common Stock of the Company is listed for trading on the New York
Stock Exchange. On May 2, 1995 the last reported sale price for the
Common Stock on that Exchange was $26.625 per share.
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All expenses of this offering will be paid by the Company. The term
"Company" refers to Sierra Health Services, Inc., a Nevada corporation,
and its subsidiaries, affiliates and predecessors, unless the context
requires otherwise. The executive offices of the Company are located at
2724 North Tenaya Way, Las Vegas, Nevada 89128. The telephone number is
(702) 242-7000.
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________________
The date of this Prospectus is May 9, 1995.
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THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE
UPON REQUEST FROM SIERRA HEALTH SERVICES, INC., 2724 NORTH TENAYA WAY,
LAS VEGAS, NEVADA 89128 (TELEPHONE NUMBER (702) 242-7000) ATTENTION:
SECRETARY. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY
REQUEST SHOULD BE MADE BY A DATE WHICH IS FIVE BUSINESS DAYS PRIOR TO
THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST BE MADE. SEE
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
_________________
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected
and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its
Regional Offices located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material
can be obtained at prescribed rates from the Public Reference Section of
the Commission, Room 1024, 450 Fifth Street, N.W. Plaza,
Washington, D.C. 20549. In addition, such reports and proxy statements
can be inspected at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1994; and
2. The description of the Company's Common Stock (including certain
preferred share purchase rights) registered under the Exchange Act
contained in the Company's Registration Statements on Form 8-A as
filed with the Commission on March 31, and July 1, 1994, including
any amendments or reports filed for the purpose of updating such
description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated herein by reference. Any statement contained herein or in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein or in
the Prospectus Supplement modifies or supersedes such statement. Any
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such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any and all of the information that has been or
may be incorporated by reference in this Prospectus (not including
exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Written requests for
such copies should be directed to Sierra Health Services, Inc., 2724
North Tenaya Way, Las Vegas, Nevada 89128, Attention: Secretary.
Telephone requests may be directed to the Secretary at (702) 242-7189.
THE COMPANY
The Company is a managed health care company that provides and
administers the delivery of comprehensive health care programs with an
emphasis on quality care and cost management. The Company's strategy has
been to develop and offer a portfolio of managed health care products to
employer groups and individuals. The Company's broad range of managed
health care services is provided through its federally qualified health
maintenance organization ("HMO"), managed indemnity plans, a third-party
administrative services program for employer-funded health benefit plans
and workers' compensation medical management programs. Ancillary
products and services that complement the Company's managed health care
product lines are also offered.
The Company's primary types of coverage are an HMO plan and a managed
indemnity plan, which includes a preferred provider organization ("PPO")
option. In 1994, the Company enhanced its product line by introducing
the first HMO Point of Service plan in Nevada. This new product allows
members to choose one of the above coverage options when medical
services are required instead of one plan for the entire year.
The Company, a Nevada corporation, has principal executive offices at
2724 North Tenaya Way, Las Vegas, Nevada 89128 and its telephone number
is (702) 242-7000.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock of the Company
which may be offered, issued and sold by the Company from time to time
in connection with the acquisition of other businesses or properties,
and upon exercise or conversion of, warrants, options, convertible
debt obligations or equity securities or other similar instruments issued
by the Company from time to time in connection with any such acquisition.
Other than the businesses or properties acquired, there will be no proceeds
to the Company from these offerings.
OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus, as appropriately amended or supplemented, may be
used from time to time by persons who have received shares of Common
Stock covered by the Registration Statement in acquisitions of
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businesses or properties by the Company, or their transferees, and who
wish to offer and sell such shares (such persons are herein referred to
as the "Selling Stockholder" or "Selling Stockholders") in transactions
in which they and any broker-dealer through whom such shares are sold
may be deemed to be underwriters within the meaning of the Act. The
Company intends to attempt to contract with the Selling Stockholders to
restrict the transfer or resale of all or a portion of such Shares for a
given period of time or to permit the transfer or sale thereof only with
the prior written consent of the Company. The Company may consent to
the use of this Prospectus for a limited period of time by the Selling
Stockholders, subject to limitations and conditions which may be varied
by agreement between the Company and the Selling Stockholders.
The Company will receive none of the proceeds from any such
sales. Any commissions paid or concessions allowed to any broker-
dealer, and, if any broker-dealer purchases such shares as principal,
any profits received on the resale of such shares, may be deemed to be
underwriting discounts and commissions under the Act. Printing, certain
legal, filing and other similar expenses of this offering will be paid
by the Company. Selling Stockholders will bear all other expenses of
this offering, including any brokerage fees, underwriting discounts or
commissions.
There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the shares as described
herein. Upon the Company's being notified by a Selling Stockholder that
any material arrangement has been entered into with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution, a supplemented Prospectus will
be filed, pursuant to Rule 424(b) under the Act, setting forth (i) the
name of each Selling Stockholder and of the participating broker-
dealer(s), (ii) the number of shares involved, (iii) the price at which
such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that
such broker-dealer(s) did not conduct any investigation to verify the
information set out in this Prospectus and (vi) other facts material to
the transaction.
Selling Stockholders may sell the shares being offered hereby
from time to time in transactions (which may involve crosses and block
transactions) on the New York Stock Exchange or such other securities
exchange on which the Company's Common Stock may be listed, in
negotiated transactions or otherwise, at market prices prevailing at the
time of sale or at negotiated prices. Selling Stockholders may sell
some or all of the shares in transactions involving broker-dealers, who
may act solely as agent and/or may acquire shares as principal. Broker-
dealers participating in such transactions as agent may receive
commissions from Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser), such commissions
computed in appropriate cases in accordance with the applicable rules of
the New York Stock Exchange or such other securities exchange on which
the Company's Common Stock may be listed, which commissions may be
negotiated rates where permissible under such rules. Participating
broker-dealers may agree with Selling Stockholders to sell a specified
number of shares at a stipulated price per share and, to the extent such
broker-dealer is unable to do so acting as agent for Selling
Stockholders, to purchase as principal any unsold shares at the price
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required to fulfill the broker-dealer's commitment to Selling
Stockholders.
In addition or alternatively, Shares may be sold by Selling
Stockholders and/or by or through other broker-dealers in special
offerings, exchange distributions or secondary distributions pursuant to
and in compliance with the governing rules of the New York Stock
Exchange or such other securities exchange on which the Company's Common
Stock may be listed, and in connection therewith, commissions in excess
of the customary commission prescribed by the rules of such securities
exchange may be paid to participating broker-dealers, or, in the case of
certain secondary distributions, a discount or concession from the
offering price may be allowed to participating broker-dealers in excess
of such customary commission. Broker-dealers who acquire shares as
principal thereafter may resell such shares from time to time in
transactions (which may involve crosses and block transactions and which
may involve sales to and through other broker-dealers, including
transactions of the nature described in the preceding two sentences) on
the New York Stock Exchange or such other securities exchange on which
the Company's Common Stock may be listed, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and, in connection with such resales, may pay to or
receive commissions from the purchasers of such shares.
The Company may agree to indemnify each Selling Stockholder as an
underwriter under the Act against certain liabilities, including
liabilities arising under the Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities
arising under the Act.
DESCRIPTION OF COMMON STOCK
GENERAL
The authorized capital stock of the Company consists of 1,000,000
shares of Series A Junior Participating Preferred Shares, par value
$0.01 per share ("Series A Preferred Shares"), and 40,000,000 shares of
Common Stock, par value $0.005 per share. As of March 31, 1995, there
were 14,716,984 shares of Common Stock issued and outstanding
(excluding treasury shares). No Series A Preferred Shares are issued and
outstanding.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share held of
record on matters to be voted upon by the stockholders, except in the
case of an election of directors where cumulative voting is invoked.
Holders of Common Stock are entitled to receive dividends out of funds
legally available for distribution when and if declared by the Board of
Directors and to share ratably in the assets of the Company legally
available for distribution to its stockholders in the event of
liquidation, dissolution or winding-up of the Company, subject to
preferences that may be applicable to any shares of the Company's
preferred stock then outstanding.
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Pursuant to the Company's Shareholder Rights Plan, as described below,
one right is attached to each share of Common Stock, entitling the
holder to purchase one one-hundredth of a Series A Preferred Share upon
the occurrence of certain events.
Holders of Common Stock have no subscription, redemption or conversion
rights. Because the Common Stock is registered under Section 12 of the
Exchange Act, under Nevada law holders have no preemptive rights to
acquire unissued shares, treasury shares or securities convertible into
such shares.
PREFERRED STOCK
The Board is authorized to provide for the issuance of preferred stock
in one or more series and to fix the rights, preferences, privileges and
restrictions thereof. Pursuant to such authority and in connection with
the Company's Shareholder Rights Plan described below, the Company has
authorized the issuance of Series A Preferred Shares. Each one
one-hundredth of a Series A Preferred Share (a "Preferred Share
Fraction") carries voting and dividend rights that are intended to
produce the equivalent of one share of Common Stock. The voting and
dividend rights of the Series A Preferred Shares are subject to
adjustment in the event of dividends, subdivisions and combinations with
respect to the Common Stock of the Company. Holders of Series A
Preferred Shares are not entitled to any preemptive rights.
The rights of holders of Common Stock will be subject to, and may be
adversely affected by, the terms of any Series A Preferred Shares that
may be issued in connection with the Company's Shareholder Rights Plan
described below. The issuance of Series A Preferred Shares may have the
effect of delaying, deferring or preventing a change of control of the
Company without further action by the stockholders and may discourage
bids for the Common Stock at a premium over the market price. In
addition, the issuance of Series A Preferred Shares could adversely
affect the voting rights of holders of Common Stock. Under certain
circumstances, the issuance of Series A Preferred Shares could adversely
affect the market price of the Common Stock. The Company is not aware of
any threatened transaction to obtain control of the Company.
SHAREHOLDER RIGHTS PLAN
On June 14, 1994, the Board of Directors of the Company authorized and
declared a dividend distribution of one right (a "Right") for each share
of Common Stock of the Company. The Rights were distributed to the
holders of record of Common Stock as of the close of business on
June 30, 1994. Each Right entitles the registered holder to purchase
from the Company a unit (a "Unit") consisting of one one-hundredth of a
Series A Preferred Share, or a combination of securities and assets of
equivalent value, at a purchase price of $100.00 per Unit, subject to
adjustment. The detailed terms and conditions of the Rights are set
forth in the Rights Agreement by and between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent, filed as an exhibit to
the Company's Registration Statement on Form 8-A as filed with the
Commission on July 1, 1994 and effective on September 19, 1994. See
"Incorporation of Certain Documents by Reference."
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors,
except pursuant to an offer conditioned on a substantial number of
Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at a price of $.02 per Right
prior to the time that a person or group has acquired beneficial
ownership of 20% or more of the Common Stock.
NEW YORK STOCK EXCHANGE LISTING
The Company's Common Stock is listed on the New York Stock Exchange.
TRANSFER AGENT
Continental Stock Transfer & Trust Company is the transfer agent and
registrar for the Company's Common Stock.
VALIDITY OF SECURITIES
The validity of the Securities offered will be passed upon for the
Company and the Selling Stockholders by Morgan, Lewis & Bockius, Los
Angeles, California.
EXPERTS
The Consolidated Financial Statements as of December 31, 1993 and 1994
and for each of the three years in the period ended December 31, 1994
incorporated by reference in this Prospectus from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report which is incorporated by reference herein, and has
been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
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================================= ================================
NO PERSON IS AUTHORIZED TO
GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT
CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH
I N F O R M A T I O N O R
REPRESENTATIONS MUST NOT BE 700,000 SHARES
RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY,
ANY SELLING STOCKHOLDERS OR SIERRA HEALTH SERVICES, INC.
ANY UNDERWRITER, AGENT OR
DEALER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO COMMON STOCK
SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES IN
RESPECT OF WHICH THIS
PROSPECTUS IS DELIVERED OR AN ___________________
OFFER OF ANY SECURITIES IN
ANY JURISDICTION TO ANY PROSPECTUS
PERSON WHERE SUCH AN OFFER
WOULD BE UNLAWFUL. ___________________
TABLE OF CONTENTS PAGE
____
AVAILABLE INFORMATION 2
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE 2
THE COMPANY 3
USE OF PROCEEDS 3
OUTSTANDING SECURITIES
COVERED BY THIS PROSPECTUS 3
DESCRIPTION OF COMMON STOCK 4
VALIDITY OF SECURITIES 6
EXPERTS 6 MAY 9, 1995
================================= ================================
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Domestic and Foreign Corporation Law and
Article VII of the Company's By-laws provide for the indemnification
under certain conditions of directors, officers, employees and agents
acting in their official capacities.
The Company has not entered into separate indemnification agreements
with any of its officers or directors.
The Company has purchased directors' and officers' liability insurance
providing aggregate coverage in the maximum annual amount of $10
million, subject to certain deductibles and participation requirements,
insuring the Company's officers and directors against certain
liabilities and expenses incurred by such persons in such capacities.
ITEM 21. EXHIBITS
(a) Exhibits:
3.1 Articles of Incorporation, together with amendments thereto to
date, incorporated by reference to Exhibit 3 to the registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1990.
3.2 Certificate of Division of Shares into Smaller Denominations of
the registrant, incorporated by reference to Exhibit 3.3 to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.
3.3 Amended and Restated By-laws of the registrant, incorporated by
reference to Exhibit 3.3 to the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
4.1 Rights Agreement, dated as of June 14, 1994, between the
registrant and Continental Stock Transfer & Trust Company,
incorporated by reference to Exhibit 1 to the registrant's
Registration Statement on Form 8-A as filed on July 1, 1994 and
effective on September 19, 1994 (File No. 1-8865).
4.2 Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4(e) to the registrant's Registration Statement on Form
S-8 as filed and effective on August 5, 1994 (Reg. No. 33-82474).
5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Morgan, Lewis & Bockius (included in Exhibit 5.1).
II-1
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24.1 Power of Attorney (included on Page II-4 of the Registration
Statement).
ITEM 22. UNDERTAKINGS.
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(B) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(C) (1) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is part of this
Registration Statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
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<PAGE>16 OF 19
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of
the applicable form.
(2) The registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii)
that purports to meet the requirements of Section 10(a)(3) of the
Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(D) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
(E) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
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<PAGE>17 OF 19
(F) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 10(b) or 11 of this form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of
responding to the request.
(G) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became
effective.
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<PAGE>18 OF 19
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on the 8th day of May 1995.
SIERRA HEALTH SERVICES, INC.
By Anthony M. Marlon, M.D.
_______________________________
Anthony M. Marlon, M.D.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature to
this Registration Statement appears below hereby appoints each of
Anthony M. Marlon, M.D. and Erin MacDonald, as his/her attorney-in-fact
to sign on his/her behalf individually and in the capacity stated below
and to file all supplements, amendments and post-effective amendments to
this Registration Statement, and any and all instruments or documents
filed as a part of or in connection with this Registration Statement or
any amendment or supplement thereto, and any such attorney-in-fact may
make such changes and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
Signatures Title Date
__________ _____ ____
Chief Executive Officer May 8, 1995
Anthony M. Marlon, M.D. and Chairman of the Board
_________________________ (Principal Executive Officer)
Anthony M. Marlon, M.D.
Vice President of Finance, Chief May 8, 1995
James L. Starr Financial Officer, and Treasurer
_________________________ (Principal Financial and
James L. Starr Accounting Officer)
Thomas Y. Hartley
_________________________ Director May 8, 1995
Thomas Y. Hartley
Erin E. MacDonald
_________________________ Director May 8, 1995
Erin E. MacDonald
William J. Raggio
_________________________ Director May 8, 1995
William J. Raggio
Charles L. Ruthe
_________________________ Director May 8, 1995
Charles L. Ruthe II-5<PAGE>
<PAGE>19 OF 19
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DOCUMENT NUMBER
_______ ___________________________________________ ______
3.1 Articles of Incorporation, together with
amendments thereto to date, incorporated by
reference to Exhibit 3 to the registrant's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1990.
3.2 Certificate of Division of Shares into
Smaller Denominations of the registrant,
incorporated by reference to Exhibit 3.3 to
the registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992.
3.3 Amended and Restated By-laws of the
registrant, incorporated by reference to
Exhibit 3.3 to the registrant's Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994.
4.1 Rights Agreement, dated as of June 14, 1994,
between the registrant and Continental Stock
Transfer & Trust Company, incorporated by
reference to Exhibit 1 to the registrant's
Registration Statement on Form 8-A as filed
on July 1, 1994 and effective on September
19, 1994 (File No. 1-8865).
4.2 Specimen Common Stock Certificate,
incorporated by reference to Exhibit 4(e) to
the registrant's Registration Statement on
Form S-8 as filed and effective on August 5,
1994 (Reg. No. 33-82474).
5.1 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Morgan, Lewis & Bockius (included
in Exhibit 5.1).
24.1 Power of Attorney (included on Page II-4 of
the Registration Statement).
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<PAGE>1
EXHIBIT 5.1
MORGAN, LEWIS & BOCKIUS
PHILADELPHIA COUNSELORS AT LAW WASHINGTON
NEW YORK 801 SOUTH GRAND AVENUE LOS ANGELES
MIAMI LOS ANGELES, CALIFORNIA 90017-3189 HARRISBURG
PRINCETON TELEPHONE: (213) 612-2500 LONDON
BRUSSELS FAX: (213) 612-2554 FRANKFURT
TOKYO
May 9, 1995
Sierra Health Services, Inc.
2724 North Tenaya Way
Las Vegas, Nevada 89128
Re: Registration Statement on Form S-4
__________________________________
Ladies and Gentlemen:
We have acted as counsel to Sierra Health Services, Inc., a
Nevada corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-4, including the exhibits thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"), for the registration by the Company of 700,000 shares (the
"Shares") of Common Stock, par value $.005 per share, which may be
issued from time to time in connection with the acquisition by the
Company of other businesses, and which may be reserved for issuance
pursuant to, or offered and issued upon exercise or conversion of,
warrants, options, convertible notes or other similar instruments
("Other Securities") issued by the Company from time to time in
connection with any such acquisition.
In connection with this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
Registration Statement and such other documents and records as we have
deemed necessary. We have assumed that (i) the Registration Statement,
and any amendments thereto, will have become effective; and (ii) all
Shares will be issued in compliance with applicable federal and state
securities laws.
With respect to the issuance of any Shares, we have assumed
that the issuance of such Shares will have been duly authorized and, if
applicable, such Shares will have been reserved for issuance upon the
exercise or conversion of Other Securities; and we have further assumed
that the Shares will have been issued, and the certificates evidencing
the same will have been duly executed and delivered, against receipt of
the consideration approved by the Company which will be no less than the
par value thereof.
Based upon the foregoing, we are of the opinion that, upon
issuance, any Shares will be duly authorized and validly issued, fully
paid and non-assessable.
<PAGE>
<PAGE>2
Sierra Health Services, Inc.
May 9, 1995
Page 2
The foregoing opinion is limited to the laws of the State of
Nevada.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption
"Validity of Securities." In giving this consent, we do not admit that
we are acting within the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
Morgan, Lewis & Bockius
<PAGE>1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Sierra Health Services, Inc. on Form S-4 of our report
dated February 10, 1995, appearing in the Annual Report on Form 10-K
of Sierra Health Services, Inc. for the year ended December 31, 1994
and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
Deloitte & Touche LLP
_____________________
Deloitte & Touche LLP
Las Vegas, Nevada
May 4, 1995
