As filed with the Securities and Exchange Commission on
January 20, 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 AUTOMATIC RETIREMENT PLAN (SHARP)
(Full title of the plan)
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
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> <C>
Common Stock, $0.005 100,000 shares $ 6.9375(2) $ 693,750 $ 183.15 (3)
par value
</TABLE>
(1) This registration statement (the "Registration Statement") registers
100,000 shares of Common Stock of Sierra Health Services, Inc., a Nevada
corporation (the "Company"), which may be sold from time to time pursuant to the
Sierra Health Automatic Retirement Plan (SHARP) (the "Plan"). In addition, the
Company may make offers, including solicitations of offers to buy shares, under
the Plan, which transactions shall be covered by the Registration Statement.
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. Attached to the Common Stock
are certain rights to purchase Series A Junior Participating Preferred Stock
upon the occurrence of specified events. In addition, pursuant to Rule 416(b),
the Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the Plan.
(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 January 13,
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.
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
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The Company and the Plan hereby incorporate 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, 1998, 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, 1999, June 30, 1999, and September 30, 1999, 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 18, 1999 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 or the
Plan 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.
II - 1
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).
5
Not applicable (no original issuance shares will
be offered and sold under the Plan); the
Registrant hereby undertakes that it will submit
or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make
all changes required by the IRS as necessary in
order to qualify the Plan under Section 401 of
the Internal Revenue Code.
8
Not applicable.
15
Not applicable.
23.1
II - 2
Consent of Deloitte & Touche LLP.
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 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
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 January 18, 2000.
SIERRA HEALTH SERVICES, INC.
By: /s/ 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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Anthony M. Marlon, M.D. Chairman of the Board, Chief January 18, 2000
Anthony M. Marlon, M.D. Executive Officer, and Director
(principal executive officer)
/s/ Erin E. MacDonald President and Director January 18, 2000
Erin E. MacDonald
/s/ Paul H. Palmer Vice President, Chief Financial January 18, 2000
Paul H. Palmer Oficer, and Treasurer (principal
financial officer and accounting
officer)
/s/ Thomas Y. Hartley Director January 18, 2000
Thomas Y. Hartley
/s/ William J. Raggio Director January 18, 2000
William J. Raggio
/s/ Charles L. Ruthe Director January 18, 2000
Charles L. Ruthe
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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
January 19, 2000.
SIERRA HEALTH AUTOMATIC
RETIREMENT PLAN (SHARP)
By: /s/ Timothy Coulter
Trustee
EXHIBIT INDEX
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).
23.1
Consent of Deloitte & Touche LLP.
24
Powers of Attorney (included on the signature
pages of this Registration Statement).
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 8,
1999, appearing in the Annual Report on Form 10-K of Sierra Health Services,
Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
January 19, 2000
