As filed with the Securities and Exchange Commission on December 4, 1998.
Registration No. 333-
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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, including zip code, of Principal Executive Offices)
SIERRA HEALTH SERVICES, INC.
STOCK PURCHASE PLAN FOR SERVICE PROVIDER EMPLOYEES
1998 STOCK INCENTIVE PLAN
1995 LONG-TERM INCENTIVE PLAN, AS
AMENDED AND RESTATED
(Full title of the plans)
Frank E. Collins, Esquire
General Counsel
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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<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to price per offering registration
registered(1) be registered (1) Share price fee
- ------------------------------ ----------------- --------- ----------- -------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.005 625,569 shares $ (2) $ (2) $ (2)
par value
Common Stock, $0.005 1,035,300 shares $ (3) $ (3) $ (3)
par value
Common Stock, $0.005 174,131 shares $ (4) $ (4) $ (4)
par value
Common Stock, $0.005 15,000 shares $ 23.00(5) $345,000.00 $ 101.78 (6)
par value
</TABLE>
(1) This registration statement (the "Registration Statement")
registers the offer and sale of up to 1,850,000 shares of
Common Stock of Sierra Health Services, Inc., a Nevada
corporation (the "Company"), which may be offered and sold
from time to time pursuant to the Company's plans, as follows:
100,000 shares under the Stock Purchase Plan for Service
Provider Employees; 400,000 shares under the 1998 Stock
Incentive Plan; and 1,350,000 shares under the 1995 Long-Term
Incentive Plan, as amended and restated. 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 anti-dilution
provisions of each Plan. Attached to the Common Stock are
certain rights to purchase Series A Junior Participating
Preferred Stock upon the occurrence of specified events.
(2)These 625,569 shares were originally registered on July 3,
1991 in connection with the Company's Capital Accumulation
Plan pursuant to a Registration Statement on Form S-8, (File
No. 33-41542) (as adjusted in accordance with Rule 416(a)).
The registration fee paid at that time for such shares was
$1,133.84. Pursuant to Instruction E to Form S-8, as
interpreted by the Commission staff, the Company is
transferring the 625,569 shares from that prior registration
statement. The Company has filed a Post-Effective Amendment to
the prior registration statement deregistering the 625,569
shares.
(3)These 1,035,300 shares were originally registered on August
22, 1991 in connection with the Company's Profit
Sharing/401(k) Plan and Trust pursuant to a Registration
Statement on Form S-3, (File No. 33-42222) (as adjusted in
accordance with Rule 416(a)). The registration fee paid at
that time for such shares was $1,334.76. Pursuant to Rule
429(b) and Instruction E to Form S-8, the Company is
transferring the 1,035,300 shares from that prior registration
statement.
(4)These 174,131 shares were originally registered on July 3,
1991 in connection with the Company's 1986 Stock Option Plan
pursuant to a Registration Statement on Form S-8, (File No.
33-41543) (as adjusted in accordance with Rule 416(a)). The
registration fee paid at that
<PAGE>
time for such shares was $315.61. Pursuant to Instruction E to
Form S-8, as interpreted by the Commission staff, the Company
is transferring the 174,131 shares from that prior
registration statement. The Company has filed a Post-Effective
Amendment to the prior registration statement deregistering
the 174,131 shares.
(5) 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 on December 2, 1998, as
reported on the composite tape for New York Stock
Exchange-listed securities.
(6) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: $295 per $1 million of proposed maximum aggregate offering
price.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
Item 2. Registrant Information.
Omitted as permitted pursuant to Rule 428 and Form S-8.
I - 1
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents of the Company, filed with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference into this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the Company's
fiscal year ended December 31, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the
Company's fiscal quarters ended March 31, 1998, June 30, 1998, and September 30,
1998, filed pursuant to Section 13(a) of the Exchange Act.
(c) The Company's Current Reports on Form 8-K filed with the
Commission on March 19, 1998, May 15, 1998, June 23, 1998, and November 12, 1998
pursuant to Section 13(a) of the Exchange Act.
(d) The description of the Common Stock of the Company
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, including
any other amendment or report filed for the purpose of updating such
description.
(e) 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, including any other amendment or report filed
for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
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 in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated in this Registration Statement by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document which also is or is deemed to be incorporated in
this Registration Statement by reference modifies or supersedes such statement.
Any statement so modified shall not be deemed in its unmodified form, and any
statement so superseded shall not be deemed, to constitute a part of this
Registration Statement.
II - 1
<PAGE>
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
insuring the Company's officers and directors against certain liabilities and
expenses incurred by such persons in such capacities.
Item 7. Exemption from Registration
Not applicable.
Item 8. Exhibits
Exhibit Description
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, 1997.
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).
II - 2
<PAGE>
5 Opinion of Steven C. Root, Esq., with respect to the legality of
securities being registered.
15 Not applicable.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Steven C. Root, Esq. (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages of this Registration
Statement).
25 Not applicable.
27 Not applicable.
28 Not applicable.
99 Not applicable.
Item 9. Undertakings
(a) The undersigned registrant 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 this 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; notwithstanding the foregoing, any
increase or decrease in the 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 end 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 a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement.
(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 the Registration Statement;
II - 3
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3 or 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 Securities Exchange Act of 1934 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 the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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)[(h)] Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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, Nevada, on November 11, 1998.
SIERRA HEALTH SERVICES, INC.
By: Anthony M. Marlon, M.D.
Anthony M. Marlon, M.D.
Chairman of the Board and
Chief Executive Officer
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 of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
/s/ Anthony M. Marlon, M.D. Chairman of the Board, November 11, 1998
Anthony M. Marlon, M.D. Chief Executive Officer,
and Director (principal executive officer)
/s/ Erin E. MacDonald President and Director November 11, 1998
Erin E. MacDonald
/s/ Paul H. Palmer Acting Chief Financial Officer November 11, 1998
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Paul H. Palmer (principal financial officer
and accounting officer)
/s/ Thomas Y. Hartley Director November 11, 1998
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Thomas Y. Hartley
/s/ William J. Raggio Director November 11, 1998
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William J. Raggio
/s/ Charles L. Ruthe Director November 11, 1998
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Charles L. Ruthe
<PAGE>
EXHIBIT INDEX
Exhibit Description Sequentially
Numbered Page
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, 1997.
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 Steven C. Root, Esq., with respect to the legality of
securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Steven C. Root, Esq. (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages of this Registration
Statement).
<PAGE>
Exhibit 5
Law Offices of Steven C. Root
29 Job Seamans Acres
New London, New Hampshire 03257
December 4, 1998
Sierra Health Services, Inc.
2724 North Tenaya Way
Las Vegas, Nevada 89128
Re: Registration Statement on Form S-8 Relating to the Sierra Health
Services, Inc. Stock Purchase Plan for Service Provider Employees, the Sierra
Health Services 1998 Stock Incentive Plan, and the Sierra Health Services, Inc.
1995 Long-Term Incentive Plan, as Amended and Restated
Ladies and Gentlemen:
I have acted as counsel to Sierra Health Services, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of a registration statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 1,850,000 shares of the Company's
common stock (the "Registered Shares"), $.005 par value per share (the "Common
Stock"), to be offered and sold under the Company's Stock Purchase Plan for
Service Provider Employees, 1998 Stock Incentive Plan, and 1995 Long-Term
Incentive Plan, as amended and restated (together, the "Plans").
In connection with this opinion, I have examined the Registration Statement, the
Articles of Incorporation and amendments thereto, the Amended and Restated
By-Laws of the Company, certain of the Company's corporate proceedings as
reflected in its minute books, the Plans, and such other records as I have
deemed relevant. In my examinations, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, and
the conformity with the originals of all documents submitted to me as copies. In
addition, I have made such other examinations of law and fact as I have deemed
appropriate in order to form a basis for the opinion hereinafter expressed.
In my opinion, the Registered Shares that may be originally issued by the
Company in connection with the Plans, when and to the extent issued in
accordance with the terms of the Plans and the resolutions authorizing the Plans
for a price per share not less than the par value thereof, will be validly
issued, fully paid, and non-assessable shares of Common Stock.
The opinion set forth above is limited to the Nevada Domestic and Foreign
Corporation Law, as amended. I render this opinion as a member of the Bar of the
State of New Hampshire.
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion and consent, I do not thereby admit that I am
acting within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Steven C. Root
Steven C. Root
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sierra Health Services, Inc.:
We consent to the incorporation by reference in this Registration Statement of
Sierra Health Services, Inc. (the "Company") on Form S-8 of our report dated
February 16, 1998, appearing in the Annual Report on Form 10-K of Sierra Health
Services, Inc. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
November 23, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sierra Health Services, Inc.:
We consent to the incorporation by reference in this Registration Statement of
Sierra Health Services, Inc. (the "Company") on Form S-8 of our report dated
March 5, 1998, related to the financial statements of Kaiser Foundation Health
Plan of Texas for the year ended December 31, 1997, appearing in the Company's
Report on Form 8-K filed with the Securities and Exchange Commission on November
12, 1998.
DELOITTE & TOUCHE LLP
Dallas, Texas
November 23, 1998
<PAGE>
