AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1995
REGISTRATION NO. 33-______
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
SIERRA HEALTH SERVICES, INC.
_______________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA
_______________________________________________________________
(State or other jurisdiction of incorporation or organization)
88-0200415
_______________________________________________________________
(I.R.S. Employer Identification No.)
2724 North Tenaya Way
Las Vegas, Nevada 89128
________________________________________________________________________
(Address of principal executive offices)
1995 LONG-TERM INCENTIVE PLAN
AND
1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN
_______________________________________
(Full title of the plan)
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 and telephone number, including
area code, of agent for service)
_________________
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CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed
Title of maximum Proposed
securities Amount to be offering maximum Amount of
to be registered price aggregate registration
registered(1) (1) per share offering price fee
_________________________________________________________________________
Common Stock, 627,000 $25.125(2) $15,753,375 $ 5,432.20
par value shares $24.375(3) $25,545,000 $ 8,808.62
$.005 per Total Amount
share 1,048,000 of Fee:
shares $14,240.82
=========================================================================
(1) The number of shares being registered shall be adjusted to
include any additional shares described in Rule 416(a) which may
become issuable pursuant to the 1995 Long-Term Incentive Plan or
the 1995 Non-Employee Directors' Stock Plan.
(2) Computed pursuant to paragraph (h) of Rule 457 for the purpose of
calculating the registration fee, based upon the price at which
outstanding options may be exercised.
(3) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely
for the purpose of calculating the registration fee, based upon
the average of the reported high and low sales prices for shares
of Common Stock as reported on the New York Stock Exchange
Composite Tape for July 3, 1995.
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EXPLANATORY NOTES
_________________
Under the 1995 Long-Term Incentive Plan (the "1995 LTIP"), the
number of shares of Common Stock reserved and available for issuance
upon exercise of options and other stock-related awards (collectively,
"Awards") granted pursuant to the 1995 LTIP is 1,200,000 plus the number
of shares reserved for the grant of awards under the Company's Second
Amended and Restated 1986 Stock Option Plan and the Company's Second
Restated Capital Accumulation Plan which have not been and will not be
issued under those Plans (approximately 15,000 shares and 400,000
shares, respectively).
Under the 1995 Non-Employee Directors' Stock Plan, the number of
shares of Common Stock reserved and available for issuance is 60,000.
The number of shares reserved and available for issuance under the 1995
LTIP and 1995 Non-Employee Directors' Stock Plan is subject to
adjustment upon the occurrence of certain changes affecting the Common
Stock, including stock splits and stock dividends.
This Registration Statement includes a form of prospectus to be
used by certain persons who may be deemed to be affiliates of the
Company in connection with the resale of shares of Common Stock received
by such persons pursuant to the Company's 1995 LTIP and the 1995 Non-
Employee Directors' Stock Plan which shares are being registered
pursuant to this Registration Statement.
<PAGE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the introductory Note to Part I of Form S-8.
<PAGE>
<PAGE>1
Prospectus
1,675,000 Shares
SIERRA HEALTH SERVICES, INC.
Common Stock
__________________
This Prospectus relates to the offer and sale of up to 1,675,000 shares
(the "Shares") of Common Stock, $.005 par value (the "Common Stock"), of
Sierra Health Services, Inc., a Nevada corporation (the "Company"). The
Common Stock offered hereby will be acquired by the Selling Stockholders
upon the exercise of options and in connection with other stock-related
awards (collectively, "Awards") granted under the 1995 Long-Term
Incentive Plan and the 1995 Non-Employee Directors' Stock Plan of the
Company. All of the Common Stock offered hereby may be sold from time
to time by and for the accounts of the selling stockholders named in
this Prospectus or in a supplement to this Prospectus (the "Selling
Stockholders"). See "Selling Stockholders." The methods of sale of the
Common Stock offered hereby are described under the heading "Plan of
Distribution." The Company will receive none of the proceeds from such
sales. The Company will pay all expenses in connection with this
offering, other than commissions and discounts of underwriters, dealers
or agents.
The Selling Stockholders and any broker-dealers that participate in
the distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "1933 Act"), and any commission or profit on the resale of
shares received by such broker-dealers may be deemed to be underwriting
commissions and discounts under the 1933 Act. Upon the Company's being
notified by a Selling Stockholder that any material arrangement has been
entered into with a broker or dealer for the sale of shares through a
secondary distribution, or a purchase by a broker or dealer, a
supplemental Prospectus will be filed, if required, disclosing among
other things the names of any such broker-dealer, the number of shares
involved, the price at which such shares are being sold and the
commissions paid or the discounts or concessions allowed to any such
broker-dealer.
There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares. The Common Stock of the Company is listed on
the New York Stock Exchange. On July 3, 1995, the closing price of the
Common Stock was $24.50 per share.
____________________________
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 July 7, 1995
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<PAGE>2
No person has been authorized to give any information or to make
any representation other than those contained in, or incorporated by
reference into, this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by
the Company or any Selling Stockholder. This Prospectus does not
constitute an offer to sell or solicitation of an offer to buy, nor
shall there be any sale of these securities by anyone, in any state in
which such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any state, or
in which the person making such offer, solicitation or sale is not
qualified to do so, or to any person to whom it is unlawful to make such
offer, solicitation or sale. Neither delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the information herein or
the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
concerning the Company may be inspected and copied at the Commission's
Public Reference Section, Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, where copies may be obtained at
prescribed rates, as well as at the following regional offices:
Northeast Regional Office, 7 World Trade Center, Suite 1300, New York,
New York 10048; and Midwest Regional Office, Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The
Common Stock is listed on the New York Stock Exchange. Copies of
reports, proxy statements and other information concerning the Company
may also be inspected at the office of such Exchange, 20 Broad Street,
New York, New York 10005.
A registration statement on Form S-8 with respect to the shares of
the Common Stock offered by this Prospectus (the "Registration
Statement") has been filed with the Commission under the 1933 Act. This
Prospectus constitutes the Prospectus of the Company that is filed as
part of such Registration Statement. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and reference is hereby made to
the Registration Statement for further information with respect to the
Company and the Common Stock.
<PAGE>
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (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;
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995;
3. The Company's Current Reports on Form 8-K filed with the
Commission on March 2, 1995 and June 21, 1995 (as amended on
June 22, 1995);
4. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A filed
pursuant to the Exchange Act on March 31, 1994, and
effective on April 14, 1994; and
5. The description of certain rights attaching to the Company's
Common Stock to purchase Series A Junior Participating
Preferred Stock contained in the Company's Registration
Statement on Form 8-A filed pursuant to the Exchange Act on
July 1, 1994.
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 Shares shall be deemed to be
incorporated herein by reference and to be a part hereof from the date
of the filing of such documents. 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
modifies or supersedes such statement. Any 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.
<PAGE>
<PAGE>4
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.
In June 1995, the Company, its wholly-owned subsidiary, Health
Acquisition Corp., and CII Financial, Inc. ("CII") entered into an
Agreement and Plan of Merger, pursuant to which Health Acquisition Corp.
will be merged with and into CII. As a result of the transaction, each
outstanding share of common stock of CII will be converted into 0.37 of
a share of Common Stock of the Company and CII will become a wholly-
owned subsidiary of the Company. CII is a holding company primarily
engaged in writing workers' compensation insurance through its wholly-
owned subsidiaries. CII also has two operating insurance agencies and
an insurance premium finance business. CII writes workers' compensation
insurance primarily in the state of California and also in the states
of Colorado, Nebraska, New Mexico and Utah.
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.
PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders are officers and directors of the Company
and may be deemed to be "affiliates" of the Company within the meaning
of the 1933 Act. The following table and text shows as to each Selling
Stockholder: the name of the Selling Stockholder, the nature of any
position, office or other material relationship with the Company or its
affiliates within the past three years; the number of shares of the
outstanding Common Stock of the Company owned as of May 31, 1995; the
number of such shares which may be sold for the account of the Selling
Stockholder; and the number of such shares and percentage of the
outstanding shares of such class that will be owned by the Selling
Stockholder assuming the sale of all shares offered hereby.
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<PAGE>5
Number of Percentage
Shares Shares Number of of Shares
Owned Which Shares Owned
Before May Owned After
Selling Stockholder Sale 1/ Be Sold After Sale Sale
_______________________________ ________ _______ __________ __________
Frank E. Collins 148,552 100,000 48,552 2/
Secretary and General Counsel
(Executive Officer since
June 1986)
William R. Godfrey 65,072 -- -- 2/
Vice President,
Administrative Services
(Executive Officer since
October 1984)
Thomas Y. Hartley 10,000 -- -- 2/
Director
(Director since June 1992)
Larry S. Howard 121,915 90,000 31,915 2/
Vice President, HMO and
Insurance Operations
(Executive Officer since
December 1992)
Erin E. MacDonald 239,879 100,000 139,879 2/
President and Chief Operating
Officer and Director
(Director since December 1992
and Executive Officer since
August 1994)
Anthony M. Marlon, M.D. 2,670,334 100,000 2,570,334 17.46%
Chairman of the Board and
Chief Executive Officer
and Director
(Executive Officer and
Director since June 1984)3/
Michael A. Montalvo 70,337 50,000 20,337 2/
Vice President, Marketing,
Sales and Underwriting
Operations
(Executive Officer since
April 1993)
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<PAGE>6
William J. Raggio 27,200 -- -- 2/
Director
(Director since
September 1984)
Jerry D. Reeves, M.D. 42,426 -- -- 2/
Vice President, Health Care
Operations
(Executive Officer since
January 1993)
Charles L. Ruthe 12,100 -- -- 2/
Director
(Director since September 1984)
Marie H. Soldo
Vice President, Government 157,495 100,000 57,495 2/
Affairs and Special Projects
(Executive Officer since
September 1984)
James L. Starr 66,615 50,000 16,615 2/
Vice President, Chief Financial
Officer and Treasurer
(Executive Officer since August 1994)
1/ Shares issuable to the Selling Stockholders upon exercise of
currently outstanding options under the 1995 Long-Term Incentive Plan,
1986 Stock Option Plan of the Company, and under other employee benefit
plans of the Company, whether or not presently exercisable, are
included.
2/ Less than one percent.
3/ Includes 690,482 shares held indirectly through the Marlon Family
Trust ("Family Trust"), 1,783,852 shares held indirectly through a total
of eleven other trusts (the "Eleven Trusts"), and 1,000 shares held
indirectly through a limited partnership (the "Partnership") in which
Dr. Marlon and his wife are the only limited partners and general
partners. Dr. Marlon as managing general partner of the Partnership,
has sole voting and dispositive power over the shares held by the
Partnership. Dr. Marlon and his wife are co-trustees of the Family
Trust, and Dr. Marlon may be deemed to have voting and dispositive power
over the shares held by the Family Trust and, therefore, to have
beneficial ownership with respect to such shares. Erin E. MacDonald,
President, Chief Operating Officer and a director of the Company is the
trustee or, together with Dr. Marlon, a co-trustee of each of the Eleven
Trusts. Although the trustee/co-trustees of each of the Eleven Trusts
have express power to vote and dispose of the shares held in the
respective trusts, either of Dr. Marlon or Ms. MacDonald may be deemed
to have or share voting power and/or dispositive power over the shares
held by the Eleven Trusts and, therefore, to have beneficial ownership
with respect to such shares. Dr. Marlon disclaims beneficial ownership
as to the shares held by the Eleven Trusts and 500 of the shares held by
the Partnership.
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PLAN OF DISTRIBUTION
The Shares may be sold by Selling Stockholders or by their
respective pledges, donees, transferees or other successors in interest.
Such sales may be made on one or more exchanges or in the over-the-
counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then-current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (d) an exchange distribution in
accordance with the rules of such exchange; and (e) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholders
may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from Selling Stockholders
in amounts to be negotiated immediately prior to the sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the 1933 Act, in connection
with such sales.
Upon the Company's being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for
the sale of Shares through a secondary distribution, or a purchase by a
broker or dealer, a supplemented Prospectus will be filed, if required,
pursuant to Rule 424(b) under the 1933 Act, disclosing (a) the name of
each of such Selling Stockholder and the participating broker-dealers,
(b) the number of Shares involved, (c) the price at which such Shares
are being sold, (d) the commissions paid or the discounts or concessions
allowed to such broker-dealers, (e) where applicable, that such broker-
dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus, as supplemented,
and (f) other facts material to the transaction.
In addition to any such number of Shares sold hereunder, a Selling
Stockholder may, at the same time, sell any shares of Common Stock,
including the Shares, owned by him in compliance with all of the
requirements of Rule 144, regardless of whether such shares are covered
by this Prospectus.
There is no assurance that any of the Selling Stockholders will
sell any or all of the Shares offered hereby.
The Company will pay all expenses in connection with this offering,
other than commissions and discounts of underwriters, dealers or agents.
INDEMNIFICATION
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.
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<PAGE>8
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.
Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Company has been
informed 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Sierra Health Services, Inc. (the
"Company") are incorporated herein by reference:
(a) The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995.
(c) The Company's Current Reports on Form 8-K filed with the
Commission on March 2, 1995 and June 21, 1995 (as amended on June 22,
1995).
(d) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report referenced in Item 3(a) above.
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the
Exchange Act on March 31, 1994, and effective on April 14, 1994.
(f) The description of certain rights attaching to the Company's
Common Stock to purchase Series A Junior Participating Preferred Stock
contained in the Company's Registration Statement on Form 8-A filed
pursuant to the Exchange Act on July 1, 1994.
In addition, all reports and other documents filed by the Company
after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
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
Registration Statement 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 modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
II-1
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<PAGE>2
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
II-2
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<PAGE>3
ITEM 8. EXHIBITS
4.1 Articles of Incorporation, together with amendments thereto to
date, incorporated by reference to Exhibit 3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1990.
4.2 Certificate of Division of Shares into Smaller Denominations
of the registrant, incorporated by reference to Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4.3 Amended and Restated By-Laws of the Company, incorporated by
reference to Exhibit 3.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
4.4 Rights Agreement, dated as of June 14, 1994 between the
Company and Continental Stock Transfer & Trust Company,
incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-3 effective October 11, 1994
(Reg. No. 33-83664).
5 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Morgan, Lewis & Bockius (included in Exhibit 5).
24 Powers of Attorney (included on page II-4 of this
Registration Statement).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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, as amended (the
"Securities Act");
(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 this Registration
Statement; and
II-3
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<PAGE>4
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions of Item 6 of this
Registration Statement, or otherwise, the Company has been advised that
in the opinion of the 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.
II-4
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<PAGE>5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and 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 6th day of July, 1995.
SIERRA HEALTH SERVICES, INC.
By Anthony M. Marlon, M.D.
_______________________________
Anthony M. Marlon, M.D.
Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Anthony M. Marlon, M.D.
and Erin MacDonald and each of them as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons on
behalf of the Company in the capacities and on the date indicated.
SIGNATURE TITLE DATE
Anthony M. Marlon, M.D. Chairman of the Board and
_________________________ Chief Executive Officer
Anthony M. Marlon, M.D. (Principal Executive Officer) July 6, 1995
Vice President of Finance,
James L. Starr Chief Financial Officer and
_________________________ Treasurer (Principal Financial
James L. Starr Officer and Principal
Accounting Officer) July 6, 1995
_________________________ Director
Thomas Y. Hartley
Erin E. MacDonald
_________________________ Director July 6, 1995
Erin E. MacDonald
William J. Raggio
_________________________ Director July 6, 1995
William J. Raggio
Charles L. Ruthe
_________________________ Director July 6, 1995
Charles L. Ruthe
II-5
<PAGE>
<PAGE>6
EXHIBIT INDEX
Exhibit Page
Number Document Number
_______ ________ ______
4.1 Articles of Incorporation, together with amendments
thereto to date, incorporated by reference to
Exhibit 3 to the Company's Annual Report on Form 10-
K for the fiscal year ended December 31, 1990.
4.2 Certificate of Division of Shares into Smaller
Denominations of the registrant, incorporated by
reference to Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992.
4.3 Amended and Restated By-Laws of the Company,
incorporated by reference to Exhibit 3.3 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
4.4 Rights Agreement, dated as of June 14, 1994 between
the Company and Continental Stock Transfer & Trust
Company, incorporated by reference to Exhibit 3.4 to
the Company's Registration Statement on Form S-3
effective October 11, 1994 (Reg. No. 33-83664).
5 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Morgan, Lewis & Bockius (included in
Exhibit 5).
24 Powers of Attorney (included on page II-4 of
this Registration Statement).
II-6
EXHIBIT 5
MORGAN, LEWIS & BOCKIUS
COUNSELORS AT LAW
PHILADELPHIA 801 SOUTH GRAND AVENUE WASHINGTON
NEW YORK LOS ANGELES, CALIFORNIA 90017-3189 LOS ANGELES
MIAMI TELEPHONE: (213) 612-2500 HARRISBURG
PRINCETON FAX: (213) 612-2554 LONDON
BRUSSELS FRANKFURT
TOKYO
July 7, 1995
Sierra Health Services, Inc.
2724 North Tenaya Way
Las Vegas, Nevada 89128
Re: Sierra Health Services, Inc.
1995 Long-Term Incentive Plan and
1995 Non-Employee Directors' Stock
Plan Registration Statement on Form S-8
_______________________________________
Ladies and Gentlemen:
We have acted as special counsel to Sierra Health Services, Inc.,
a Nevada corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-8, including the exhibits thereto (the
"Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"), for the registration by the Company of 1,675,000 shares
(the "Shares") of Common Stock, par value $.005 per share, issuable
pursuant to the Company's 1995 Long-Term Incentive Plan and 1995
Non-Employee Directors' Stock Plan (collectively, the "Plans").
In connection with this opinion, we have examined originals,
or copies certified or otherwise identified to our satisfaction, of the
Registration Statement and the Plans 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 Shares will be issued, and the certificates evidencing the same
will be duly delivered, in accordance with the terms of the respective
Plans and against receipt of the consideration stipulated therefor which
will be no less than the par value thereof.
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued and paid for in
accordance with the terms of the respective Plans, will be validly issued,
fully paid and non-assessable.
<PAGE>
<PAGE>2
Sierra Health Services, Inc.
July 7, 1995
Page 2
We express no opinion as to any laws other than the Nevada
General Corporation Law and the federal laws of the United States of
America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. 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
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-8 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.
Deloitte & Touche LLP
_________________________
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
July 6, 1995
