As filed with the Securities and Exchange Commission on July 27, 2000
Registration No. 333-
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.
AMENDED AND RESTATED 1985 EMPLOYEE STOCK PURCHASE PLAN
1995 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
1995 NON-EMPLOYEE DIRECTORS' STOCK 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)
<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 4,173,150 shares $ 3.34375(2) $13,953,970 $ 3,683.85(3)
par value
</TABLE>
----------
(1) This registration statement (the "Registration Statement") registers
the offer and sale of up to 4,173,150 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: 1,250,000
shares under the Amended and Restated 1985 Employee Stock Purchase Plan;
2,673,150 shares under the 1995 Long-Term Incentive Plan, as amended and
restated; and 250,000 shares under the 1995 Non-Employee Directors' Stock 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) 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 July 25, 2000,
as reported on the composite tape for New York Stock Exchange-listed securities.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: $264 per $1 million of proposed maximum aggregate offering
price.
<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>
II - 5
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the following documents filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended December 31, 1999, 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 Company's fiscal
quarter ended March 31, 2000, filed pursuant to Section 13(a) of the Exchange
Act.
(c) The Company's Current Report on Form 8-K filed with the Commission on
March 16, 2000 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.
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
<PAGE>
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).
<PAGE>
5 Opinion of Frank E. Collins, Esq., with respect to the legality of
securities being registered.
8 Not applicable.
15 Not applicable.
<PAGE>
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Frank E. Collins, Esq. (included in Exhibit 5).
<PAGE>
24 Powers of Attorney (included on the signature pages of this Registration
Statement).
25 Not applicable.
27 Not applicable.
28 Not applicable.
<PAGE>
99 Not applicable.
<PAGE>
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;
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.
<PAGE>
(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.
<PAGE>
Signatures
The Registrant. 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 May 18, 2000.
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.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Anthony M. Marlon, M.D. Chairman of the Board, Chief May 18, 2000
--------------------------------------
Anthony M. Marlon, M.D. Executive Officer, and Director
(principal executive officer)
/s/ Erin E. MacDonald President and Director May 18, 2000
--------------------------------------------
Erin E. MacDonald
/s/ Paul H. Vice President, Chief Financial May 18, 2000
---------------
Palmer Officer, and Treasurer (principal
--------------------------------
Paul H. Palmer financial officer and accounting
officer)
/s/ Thomas Y. Hartley Director May 18, 2000
-------------------------------------------
Thomas Y. Hartley
/s/ William J. Director May 18, 2000
------------------
Raggio
William J. Raggio
/s/ Charles L. Director May 18, 2000
------------------
Ruthe
Charles L. Ruthe
/s/ Anthony L. Watson Director May 18, 2000
-------------------------------------------
Anthony L. Watson
</TABLE>
EXHIBIT INDEX
Sequentially
Exhibit Description 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 Frank E. Collins, Esq., with respect to
the legality of securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Frank E. Collins, Esq. (included in
Exhibit 5).
24 Powers of Attorney (included on the signature
pages of this Registration Statement).
Exhibit 5
July 27, 2000
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. Amended and Restated 1985 Employee Stock Purchase Plan, 1995
Long-Term Incentive Plan, as Amended and Restated, and 1995 Non-Employee
Directors' Stock Plan, as Amended and Restated
Ladies and Gentlemen:
I am General Counsel to Sierra Health Services, Inc., a Nevada corporation
(the "Company"), and have assisted in 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 4,173,150 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 Amended and Restated
1985 Employee Stock Purchase Plan (the "ESPP"), 1995 Long-Term Incentive Plan,
as amended and restated (the "LTIP" and, with the ESPP, the "Plans") and the
1995 Non-Employee Directors' Stock Plan, as amended and restated (the
"Directors' Plan"). Of the Registered Shares, 1,273,150 of the shares registered
in respect of the LTIP and all 250,000 shares registered in respect of the
Directors' Plan will be treasury shares (the "Treasury Shares").
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 (i.e., excluding Treasury Shares), 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 Missouri.
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/
Frank E. Collins
<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. on Form S-8 of our report dated February 14,
2000, appearing in the Annual Report on Form 10-K of Sierra Health Services,
Inc. for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
July 27, 2000
