Edgar Filing: SIERRA HEALTH SERVICES INC

form10q

As filed with the Securities and Exchange Commission on May 30, 2003.

Registration No. 333-

UNITED STATES
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.
1995 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
SIERRA HEALTH SERVICES, INC.
1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN, AS AMENDED AND RESTATED
(Full title of the plans)

Frank E. Collins, Esquire
Senior Vice President, Legal and Administration
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

Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered(1) be Registered(1) Per Unit Offering Price Fee

Common Stock, $0.005 par value 2,000,000 shares $19.12(2) $38,230,000 $3,092.81(3)

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(1) This registration statement (the "Registration Statement") registers
the offer and sale of up to 2,000,000 shares of Common Stock of Sierra Health
Services, Inc., a Nevada corporation (the "Company"), 1,800,000 of which may be
offered and sold from time to time pursuant to the Company's 1995 Long-Term
Incentive Plan, as amended and restated, and 200,000 of which may be offered and
sold from time to time pursuant to the Company's 1995 Non-Employee Directors'
Stock Plan. 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 the Plans. 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 May 12, 2003,
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: $80.90 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.

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, 2002, 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
quarters ended March 31, 2003, filed pursuant to Section 13(a) of the Exchange
Act.

(c) Each of the Company's Current Reports on Form 8-K filed with the
Commission since December 31, 2002 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

Exhibit Description

4.1 Articles of Incorporation, together with amendments thereto to date,
incorporated by reference to Exhibit 4 (b) to the Registrant's Registration
Statement on Form S-8 (No. 33-41543) effective July 3, 1991.

4.2 Certificate of Division of Shares into Smaller Denominations of the
Registrant, incorporated by reference to Exhibit 3.2 to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 2001.

4.3 Certificate pursuant to NRS Section 78.207 increasing the number of
authorized shares of common stock to 60,000,000 pursuant to the Company's
stock split on May 18, 1998, incorporated by reference to Exhibit 3.4 to
Registrant's Annual Report on Form 10-K for the fiscal year ended December
31, 2001.

4.4 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, 2001.

4.5 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).

4.6 Rights Agreement, dated as of June 14, 1994, amended as of August 10, 2000,
between the Registrant and Wells Fargo Bank Minnesota, N.A., incorporated
by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.

5 Not applicable (all shares to be offered and sold hereunder are treasury
shares).

15 Not applicable.

23.1 Consent of Deloitte & Touche LLP.

24 Powers of Attorney (included on the signature pages of this Registration
Statement).

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;

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) 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.

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 30, 2003.

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., Frank E. Collins
and Paul H. Palmer, 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, Chief Executive Officer, May 30, 2003
and Director (principal executive officer)
Anthony M. Marlon, M.D.

/s/ PAUL H. PALMER Senior Vice President, Chief Financial Officer, May 30, 2003
and Treasurer (principal financial officer and
Paul H. Palmer accounting officer)

/s/ ERIN E. MACDONALD Director

Erin E. MacDonald May 30, 2003

/s/ THOMAS Y. HARTLEY Director

Thomas Y. Hartley May 30, 2003

/s/ WILLIAM J. RAGGIO Director

William J. Raggio May 30, 2003

/s/ CHARLES L. RUTHE Director

Charles L. Ruthe May 30, 2003

/s/ ANTHONY L. WATSON Director

Anthony L. Watson May 30, 2003

/s/ ALBERT L. GREENE Director

Albert L. Greene May 30, 2003

/s/ MICHAEL E. LUCE Director

Michael E. Luce May 30, 2003

EXHIBIT INDEX

Sequentially
Exhibit Description Numbered Page

4.4 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, 2001.

4.6 Rights Agreement, dated as of June 14, 1994, amended as of August 10, 2000,
between the Registrant and Wells Fargo Bank Minnesota, N.A., incorporated
by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2001.

23.1 Consent of Deloitte & Touche LLP.

24 Powers of Attorney (included on the signature pages of this Registration
Statement).