Sierra Health Services Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
February 26 2008 - 6:00AM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on February 25,
200
8
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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FORM S-8 REGISTRATION
STATEMENT
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UNDER THE SECURITIES ACT OF
1933
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[Registration #
333-42394]
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SIERRA HEALTH SERVICES,
INC.
(Exact
Name of Registrant as Specified in Its
Charter)
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Nevada
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88-0200415
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(State
or Other Jurisdiction
of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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2724 North Tenaya
Way
Las Vegas, Nevada
89128
(702) 242-7000
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
SIERRA HEALTH SERVICES,
INC.
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AMENDED AND RESTATED 1985
EMPLOYEE STOCK PURCHASE PLAN
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1995 LONG-TERM INCENTIVE PLAN,
AS AMENDED AND RESTATED
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1995 NON-EMPLOYEE DIRECTORS’
STOCK PLAN, AS AMENDED AND RESTATED
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(Full
title of the plan)
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Frank E. Collins,
Esq.
Senior Executive Vice
President, Legal and Administration
Sierra Health Services,
Inc.
2724 North Tenaya
Way
Las Vegas, Nevada
89128
(702)
242-7000
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
________________
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Explanatory
Note
This post-effective amendment (this
“Amendment”), filed by Sierra Health Services, Inc. (the “Company”), deregisters
all shares of the Company’s Common Stock, $0.005 par value per share (“Common
Stock”), that had been registered for issuance under 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
on the Company’s Registration Statement on Form S-8,
File No. 333-
42394
(the “Registration
Statement”) that remain unsold upon the termination of the sales of shares
covered by the Registration Statement.
On February 25, 2008, pursuant to
the Agreement and Plan of Merger, dated as of March 11, 2007, among the Company,
UnitedHealth Group Incorporated, a Minnesota Corporation (“Parent”), and
Sapphire Acquisition, Inc., a Nevada corporation (“Merger Sub”), Merger Sub
merged with and into the Company (the “Merger”), with the Company being the
surviving entity and becoming a wholly-owned subsidiary of Parent. As
a result, the Company has terminated all offerings of its Common Stock pursuant
to its existing registration statements, including the Registration Statement.
In accordance with an undertaking made by the Company in its Registration
Statement to remove from registration, by means of a post-effective amendment,
any shares of the Company’s Common Stock which remain unsold at the termination
of the offering, the Company hereby removes from registration all shares of its
Common Stock under the Registration Statement which remained unsold as of the
effective time of the Merger.
Pursuant to
the requirements of the Securities Act of 1933, the Company 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 Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on February 25, 2008.
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SIERRA
HEALTH SERVICES, INC.
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By:
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/s/
Anthony
M. Marlon, M.D.
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Anthony
M. Marlon, M.D.
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Chairman
of the Board and Chief Executive Officer
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/s/ ANTHONY M. MARLON,
M.D.
Anthony
M. Marlon, M.D.
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Chairman
of the Board, Chief Executive Officer,
and
Director
(principal
executive officer)
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February
25, 2008
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/
s/ MARC R.
BRIGGS
Marc
R. Briggs
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Senior
Vice President,
Chief
Financial Officer and Treasurer and Director
(principal
financial and accounting officer)
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February
25, 2008
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