SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 15, 1998
Date of Report (Date of earliest event reported)
SIERRA HEALTH SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
1-8865 88-0200415
(Commission File Number) (IRS Employer Identification No.)
2724 North Tenaya Way 89128
Las Vegas, Nevada (Zip Code)
(Address of principal executive offices)
(702) 242-7000
Registrant's Telephone Number, Including Area Code
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Item 5. Other Events
Stock Split
On May 5, 1998, the Registrant announced a 3 for 2 split of its common
stock. The stock split will entitle each stockholder of record on May 18, 1998
to receive one additional share of common stock for every two shares of the
Registrant's common stock held of record on such date. Certificates representing
the additional shares are expected to be sent to stockholders on or about June
8, 1998. In lieu of any fractional share resulting from the stock split, a
stockholder will receive a cash payment based on the closing price of the
Registrant's common stock on the record date.
Amendment to Registration Statements
The Registrant is acting pursuant to Rule 416 under the Securities Act of
1933 ("Rule 416") regarding the Registration Statements listed below (the
"Registration Statements"). Pursuant to Rule 416(a), if a registration statement
purports to register securities to be offered pursuant to terms which provide
for a change in the amount of securities being offered or issued to prevent
dilution resulting from stock splits, such registration statement shall be
deemed to cover the additional securities to be offered or issued as a result of
any such stock split.
Therefore, each of the Registration Statements is amended to include the
language set forth on Exhibit 99.1.
The Registration Statements are set forth as follows:
Registration
Statement
Number
2-99954
33-6920
33-41542
33-41543
33-42222
33-83664
33-59187
33-60591
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Amendment to Form 10-K
Exhibit 23.1 to the Company's Form 10-K for the fiscal year ended December
31, 1997 is amended as set forth on Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Number Exhibit
99.1 Rule 416(a) language for inclusion in the
Registration Statements.
99.2 Amendments to Exhibit 23.1 to the
Company's Form 10-K for the fiscal year
ended December 31, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIERRA HEALTH SERVICES, INC.
(Registrant)
Date: May 15, 1998 /S/ PAUL H. PALMER
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Paul H. Palmer
Acting Chief Financial Officer
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Exhibit 99.1
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 that govern the securities registered hereunder.
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EXHIBIT 99.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
2-99954, 33-42222, 33-41542, 33-41543, 33-59187, 33-60901, 33-60591 and 33-82474
of Sierra Health Services, Inc. on Forms S-8 of our report dated February 16,
1998 appearing in this Annual Report on Form 10-K of Sierra Health Services,
Inc. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
May 15, 1998
