<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1995
REGISTRATION NO. 33-60591
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 3
ON
FORM S-8
TO
REGISTRATION STATEMENT ON
FORM S-4
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 NUMBER)
2724 NORTH TENAYA WAY
LAS VEGAS, NEVADA 89128
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CALIFORNIA INDEMNITY INSURANCE COMPANY STOCK OPTION PLAN OF 1988
CII FINANCIAL, INC. EMPLOYEE INCENTIVE STOCK OPTION PLAN (1989)
CII FINANCIAL, INC. 1991 EMPLOYEE STOCK INCENTIVE PLAN
CII FINANCIAL, INC. 1993 EMPLOYEE STOCK INCENTIVE PLAN
CII FINANCIAL, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
CALIFORNIA INDEMNITY INSURANCE COMPANY NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
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)
----------------
COPIES TO:
STEPHEN P. FARRELL, ESQ. RICHARD A. STRONG, ESQ.
MORGAN, LEWIS & BOCKIUS GIBSON, DUNN & CRUTCHER
LLP 333 SOUTH GRAND AVENUE
101 PARK AVENUE LOS ANGELES, CALIFORNIA
NEW YORK, NEW YORK 10178 90071
(212) 309-6000 (213) 229-7000
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<PAGE>
EXPLANATORY NOTES
This Registration Statement registers offers and sales of up to 510,073
shares of Common Stock of Sierra Health Services, Inc. ("Sierra") issuable
pursuant to the following plans assumed by Sierra in connection with its
acquisition of CII Financial, Inc. ("CII") on October 31, 1995: the California
Indemnity Insurance Company Stock Option Plan of 1988 (14,430 shares), the CII
Financial, Inc. Employee Incentive Stock Option Plan (1989) (34,618 shares),
the CII Financial, Inc. 1991 Employee Stock Incentive Plan (98,423 shares),
the CII Financial, Inc. 1993 Employee Stock Incentive Plan (325,415 shares),
the CII Financial, Inc. Non-Employee Director Stock Option Plan (16,652
shares) and the California Indemnity Insurance Company Non-Employee Director
Stock Option Plan (20,535 shares). This Registration Statement includes a form
of prospectus to be used by certain persons who may be deemed to be subject to
the restrictions of Rule 145 under the Securities Act of 1933, as amended, in
connection with the resale of shares of Common Stock received by them pursuant
to the plans of CII listed above (collectively, the "CII Plans").
Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends or similar transactions in accordance
with the adjustment provisions of the CII Plans.
<PAGE>
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>
PROSPECTUS
510,073 SHARES
SIERRA HEALTH SERVICES, INC.
COMMON STOCK
----------------
In connection with the merger (the "Merger") of Health Acquisition Corp., a
wholly-owned subsidiary of Sierra Health Services, Inc. ("Sierra"), with and
into CII Financial, Inc. ("CII"), effective on October 31, 1995, each
outstanding option to purchase shares of the Common Stock, stated value $.50
per share ("CII Common Stock"), of CII (a "CII Stock Option" or collectively,
"CII Stock Options") issued pursuant to the California Indemnity Insurance
Company Stock Option Plan of 1988, the CII Financial, Inc. Employee Incentive
Stock Option Plan (1989), the CII Financial, Inc. 1991 Employee Stock
Incentive Plan, the CII Financial, Inc. 1993 Employee Stock Incentive Plan,
the CII Financial, Inc. Non-Employee Director Stock Option Plan and the
California Indemnity Insurance Company Non-Employee Director Stock Option Plan
(collectively, the "CII Plans"), whether vested or unvested, was assumed by
Sierra.
This Prospectus relates to the offer and sale of up to 510,073 shares (the
"Shares") of Sierra's Common Stock, par value $0.005 per share (the "Sierra
Common Stock"). The Sierra Common Stock offered hereby will be acquired by the
Selling Stockholders upon the exercise of certain of the CII Stock Options
granted under the CII Plans. All of the Sierra 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 Sierra
Common Stock offered hereby are described under the heading "Plan of
Distribution." Sierra will receive none of the proceeds from such sales.
Sierra 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 Sierra 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 Sierra'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 Sierra Common Stock is listed on the New York Stock
Exchange. On November 10, 1995, the closing price of the Sierra Common Stock
was $29.125 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 November 13, 1995
<PAGE>
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 Sierra 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 Sierra since the date hereof.
AVAILABLE INFORMATION
Sierra 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 Sierra 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 Sierra Common Stock is listed on
the New York Stock Exchange. Copies of reports, proxy statements and other
information concerning Sierra may also be inspected at the office of such
Exchange, 20 Broad Street, New York, New York 10005.
A Post-Effective Amendment No. 3 on Form S-8 to Sierra's Registration
Statement on Form S-4 (File No. 33-60591) with respect to the shares of the
Sierra 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 Sierra 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 Sierra and the Sierra Common
Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Sierra with the Commission pursuant to the
1934 Act are incorporated herein by reference:
1. Sierra's definitive Joint Proxy Statement/Prospectus dated September
19, 1995 for the special meeting of shareholders held October 24, 1995;
2. Annual Report on Form 10-K for Sierra's fiscal year ended December 31,
1994 filed pursuant to Section 13(a) of the 1934 Act, as amended on Form
10-K/A filed with the Commission on September 1, 1995;
3. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1995 filed with the Commission on May 12, 1995;
4. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1995 filed with the Commission on August 14, 1995;
5. Current Reports on Form 8-K filed with the Commission on March 2, 1995
and June 21, 1995 (as amended on June 22, July 11 and November 1, 1995);
6. The description of Sierra's Common Stock contained in Sierra's
Registration Statement on Form8-A filed pursuant to the 1934 Act on March
31, 1994, and effective on April 14, 1994;
2
<PAGE>
7. The description of certain rights attaching to Sierra's Common Stock
to purchase Series A Junior Participating Preferred Stock contained in
Sierra's Registration Statement on Form 8-A filed pursuant to the 1934 Act
on July 1, 1994; and
8. All other reports filed by Sierra pursuant to Section 13(a) or 15(d)
of the 1934 Act since the end of the fiscal year covered by the Annual
Report referenced in paragraph 2 above.
All reports and other documents filed by Sierra with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the 1934 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.
Sierra 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
Sierra 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. Sierra's strategy has been to develop and offer a
portfolio of managed health care products to employer groups and individuals.
Sierra's broad range of managed health care services is provided through its
federally qualified health maintenance organization in Nevada, an HMO in
Houston, Texas in which Sierra has a 50% ownership interest, 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 Sierra's managed health care
product lines are also offered.
Sierra's primary types of insurance coverage are two HMO plans and a managed
indemnity plan, which includes PPO option. In 1994, Sierra 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. As
of August 1, 1995 the POS membership was approximately 32,000 in Southern
Nevada or approximately 24% of Sierra's total HMO membership. This POS plan is
also available in its Texas HMO.
Sierra, a Nevada corporation, has principal executive offices at 2724 North
Tenaya Way, Las Vegas, Nevada 89128 and its telephone number is (702) 242-
7000.
ACQUISITION OF CII FINANCIAL, INC.
Sierra acquired CII in a transaction in which each outstanding share of CII
Common Stock was converted into 0.37 of a share of the Sierra Common Stock.
CII is a holding company primarily engaged in writing workers' compensation
insurance through its wholly-owned subsidiaries. CII is also engaged in the
insurance premium finance business through a wholly-owned subsidiary. CII's
revenues from continuing operations for the year ended December 31, 1994 and
for the six months ended June 30, 1995 were approximately $106.3 million and
$49.7 million, respectively. CII had consolidated net income from continuing
operations for the year ended December 31, 1994 and the six months ended June
30, 1995 of approximately $14.7 million and $4.2 million, respectively.
3
<PAGE>
PROCEEDS
Sierra will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholders.
SELLING STOCKHOLDERS
The Selling Stockholders have served as officers and directors of CII and
may be deemed to be subject to the restrictions of Rule 145 under 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 CII within the past three years; the number of
shares of Sierra Common Stock owned as of October 25, 1995 giving effect to
the consummation of the Merger; the number of such shares subject to existing
rights and options granted under the CII Plans and 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.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OWNED NUMBER OF PERCENTAGE OF
BEFORE SHARES WHICH SHARES OWNED SHARES OWNED
SELLING STOCKHOLDER SALE(/1/) MAY BE SOLD AFTER SALE AFTER SALE
------------------- ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Richard E. Dobson 45,240(/3/) 37,000 8,240 (/2/)
Executive Vice
President, General
Counsel and Secretary
(Executive Officer
since 1992)
Walter E. Girardin 17,575(/4/) 9,250 8,325 (/2/)
Director (Director from
1989 to October 1995)
Tanna P. Handley 321,914(/5/) 182,410 139,504 (/2/)
Director (Director from
1988 to October 1995)
Joseph G. Havlick 321,914(/5/) 182,410 139,504 (/2/)
Chairman, Chief
Executive Officer,
President and Director
of CII (Executive
Officer and Director
since 1988)
Jerry B. Katz 14,487(/6/) 11,100 3,387 (/2/)
Vice President
(Executive Officer
since 1992)
John F. Okita 20,336(/7/) 14,060 6,276 (/2/)
Chief Financial Officer
(Executive Officer
since 1992)
John F. Petrick, Jr. 23,698(/8/) 7,585 16,113 (/2/)
Director (Director from
1989 to October 1995)
David L. Rice 10,658(/9/) 9,250 1,408 (/2/)
Director (Director from
1989 to October 1995)
Lee W. Spitler, Jr. 118,051(/10/) 56,240 61,811 (/2/)
Senior Vice President,
Treasurer and Director
(Executive Officer
since 1988 and Director
since October 1995)
</TABLE>
4
<PAGE>
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(1) Shares issuable to the Selling Stockholders upon exercise of currently
outstanding options under the CII Plans, whether or not presently
exercisable, are included.
(2) Less than one percent.
(3) Includes 1,770 shares owned through CII's 401(k) Plan, 1,801 shares owned
through CII's Profit Sharing Plan and options to purchase 37,000 shares.
(4) Includes 8,325 shares held in a family trust of which Mr. Girardin and his
wife are co-trustees and share voting and dispositive power and options to
purchase 9,250 shares.
(5) Ms. Handley and Mr. Havlick are married. Mr. Havlick individually owns
5,550 shares directly and holds options to purchase 170,200 shares and Ms.
Handley individually owns 925 shares directly and holds options to
purchase 12,210 shares. The amount of beneficial ownership also reflects
133,029 shares indirectly beneficially owned by both Mr. Havlick and Ms.
Handley, through a family trust under which they are co-trustees and share
voting and dispositive power. Collectively, Mr. Havlick and Ms. Handley
own 321,914 shares including 182,410 shares subject to options.
(6) Includes 1,452 shares owned through CII's 401(k) Plan, 1,009 shares owned
through CII's Profit Sharing Plan and options to purchase 11,100 shares.
(7) Includes 472 shares owned through CII's 401(k) Plan, 528 shares owned
through CII's Profit Sharing Plan and options to purchase 14,060 shares.
(8) Includes 7,030 shares held in a family trust of which Mr. Petrick and his
wife are co-trustees and share voting and dispositive power, 1,036 shares
indirectly beneficially owned through a dependent daughter, 703 shares
indirectly beneficially owned through a dependent son and options to
purchase 7,586 shares.
(9) Includes options to purchase 9,250 shares.
(10) Includes 2,069 shares owned through CII's Profit Sharing Plan, 1,054
shares indirectly beneficially owned through a dependent daughter, 1,054
shares indirectly beneficially owned through a dependent son, options to
purchase 56,240 shares and options to purchase 26,640 shares held by Mr.
Spitler as trustee of The Havlick Family Grandchildren's Trust, which
shares are not covered by this Prospectus. Mr. Spitler disclaims
beneficial ownership of the options held in The Havlick Family
Grandchildren's Trust.
PLAN OF DISTRIBUTION
The Shares may be sold by Selling Stockholders or by their respective
pledgees, 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 Sierra'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
5
<PAGE>
dealer, a supplement to the 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 Sierra Common Stock,
including the Shares, owned by him or her in compliance with Rules 144 and 145
under the 1933 Act, 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.
Sierra 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 Sierra's By-laws provide for the indemnification under certain
conditions of directors, officers, employees and agents acting in their
official capacities.
Sierra has not entered into separate indemnification agreements with any of
its officers or directors.
Sierra 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 Sierra'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, Sierra has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is therefore
unenforceable.
6
<PAGE>
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 are incorporated herein by reference:
(a) Sierra's definitive Joint Proxy Statement/Prospectus of Sierra dated
September 19, 1995 for the special meeting of shareholders held October 24,
1995;
(b) 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 "1934 Act"), as amended on Form 10-K/A filed with the
Commission on September 1, 1995;
(c) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1995 filed with the Commission on May 12, 1995;
(d) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1995 filed with the Commission on August 14, 1995;
(e) Current Reports on Form 8-K filed with the Commission on March 2,
1995 and June 21, 1995 (as amended on June 22, July 11 and November 1,
1995);
(f) All other reports filed by Sierra pursuant to Section 13(a) or 15(d)
of the 1934 Act since the end of the fiscal year covered by the Annual
Report referenced in Item 3(b) above;
(g) The description of Sierra's Common Stock contained in Sierra's
Registration Statement on Form 8-A filed pursuant to the 1934 Act on March
31, 1994, and effective on April 14, 1994; and
(h) The description of certain rights attaching to Sierra's Common Stock
to purchase Series A Junior Participating Preferred Stock contained in
Sierra's Registration Statement on Form 8-A filed pursuant to the 1934 Act
on July 1, 1994.
In addition, all reports and other documents filed by Sierra after the date
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the 1934 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 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.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Domestic and Foreign Corporation Law and
Article VII of Sierra's By-laws provide for the indemnification under certain
conditions of directors, officers, employees and agents acting in their
official capacities.
Sierra has not entered into separate indemnification agreements with any of
its officers or directors.
Sierra 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 Sierra's officers
and directors against certain liabilities and expenses incurred by such
persons in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<C> <S>
4.1 Articles of Incorporation, together with amendments thereto to date,
incorporated by reference to Exhibit 3 to Sierra'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 Sierra's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992.
4.3 Amended and Restated By-Laws of Sierra, incorporated by reference to
Exhibit 3.3 to Sierra'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 Sierra and
Continental Stock Transfer & Trust Company, incorporated by reference
to Exhibit 3.4 to Sierra's Registration Statement on Form S-3
effective October 11, 1994 (Reg. No. 33-83664).
4.5 Specimen Common Stock Certificate, incorporated by reference to Exhibit
4(e) to Sierra's Registration Statement on Form S-8 as filed and
effective on August 5, 1994 (Reg. No. 33-82474).
*5 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of BDO Seidman, LLP.
*23.3 Consent of Morgan, Lewis & Bockius (included in Exhibit 5).
*24 Power of Attorney.
</TABLE>
- --------
* Previously filed.
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 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-2
<PAGE>
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-8, and 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 1934 Act that are incorporated by reference in this
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
Sierra's annual report pursuant to Section 13(a) or Section 15(d) of the 1934
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 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 of 1933 may be permitted to directors, officers and controlling persons of
Sierra pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, Sierra 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 Sierra of
expenses incurred or paid by a director, officer or controlling person of
Sierra 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, Sierra 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-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certified 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 Post-Effective
Amendment No. 3 to the 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 13th day of November, 1995.
SIERRA HEALTH SERVICES, INC.
By /s/ 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Anthony M. Marlon, M.D. Chairman of the Board and November 13, 1995
____________________________________ Chief Executive Officer
Anthony M. Marlon, M.D. (Principal Executive
Officer)
* Vice President of Finance, November 13, 1995
____________________________________ Chief Financial Officer and
James L. Starr Treasurer (Principal
Financial Officer and
Principal Accounting Officer)
Director
____________________________________
Thomas Y. Hartley
* Director November 13, 1995
____________________________________
Erin E. MacDonald
* Director November 13, 1995
____________________________________
William J. Raggio
* Director November 13, 1995
____________________________________
Charles L. Ruthe
</TABLE>
*By /s/ Anthony M. Marlon, M.D.
-------------------------------
Anthony M. Marlon, M.D.
As Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DOCUMENT NUMBER
------- -------- ------
<C> <S> <C>
4.1 Articles of Incorporation, together with amendments thereto
to date, incorporated by reference to Exhibit 3 to Sierra'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 Sierra's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4.3 Amended and Restated By-Laws of Sierra, incorporated by
reference to Exhibit 3.3 to Sierra'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 Sierra
and Continental Stock Transfer & Trust Company, incorporated
by reference to Exhibit 3.4 to Sierra's Registration
Statement on Form S-3 effective October 11, 1994 (Reg. No.
33-83664).
4.5 Specimen Common Stock Certificate, incorporated by reference
to Exhibit 4(e) to Sierra's Registration Statement on Form
S-8 as filed and effective on August 5, 1994 (Reg. No. 33-
82474).
*5 Opinion of Morgan, Lewis & Bockius.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of BDO Seidman, LLP.
*23.3 Consent of Morgan, Lewis & Bockius (included in Exhibit 5).
*24 Power of Attorney.
</TABLE>
- --------
* Previously filed.
II-5
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 3 to Registration Statement No. 33-60591 of Sierra Health
Services, Inc. on Form S-8 to Registration Statement on Form S-4 of our report
dated February 10, 1995, appearing in the Annual Report on Form 10-K as
amended by the Form 10-K/A of Sierra Health Services, Inc. for the year ended
December 31, 1994.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
November 13, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CII Financial, Inc.
Pleasanton, California
We hereby consent to the incorporation by reference in this post-effective
Amendment No. 3 on Form S-8 to Registration Statement on Form S-4
(Registration No. 33-60591) of our reports dated February 17, 1995, relating
to the Consolidated Financial Statements and Schedules of CII Financial, Inc.
appearing in the Company's 1994 Annual Report on Form 10-K as amended by its
Form 10-K/A for the year ended December 31, 1994. We also consent to
incorporation by reference in this post-effective Amendment No. 3 on Form S-8
to Registration Statement on Form S-4 (Registration No. 33-60591) of our
reports dated February 17, 1995, except for Note 16 which is as of June 13,
1995, relating to the Restated Consolidated Financial Statements and Schedules
of CII Financial, Inc.
BDO Seidman, LLP
Los Angeles, California
November 13, 1995
