UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
8-K
_________________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): March 11, 2007
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SIERRA
HEALTH SERVICES, INC.
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____________________________________________
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(Exact
name of registrant as specified in its charter)
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Nevada
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1-8865
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88-0200415
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2724
North Tenaya Way
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Las
Vegas, Nevada 89128
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(Address
of principal executive offices including zip code)
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(702)
242-7000
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last report)
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____________________________________________________
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any
of the following provisions (see General Instruction A.2.
below):
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[
]
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01Entry into a Material Definitive Agreement
On
March
11, 2007, Sierra Health Services, Inc. (the “Company”) , a Nevada corporation,
entered into separate Indemnity Agreements with each of its directors and with
a
number of its officers and its subsidiaries’ officers. Each of the Indemnity
Agreements, which contain identical provisions, provides, subject to specified
exceptions, that the Company will indemnify the other party to the Indemnity
Agreement to the fullest extent permitted by Nevada law and the articles of
incorporation and bylaws of the Company in proceedings commenced by third
parties, in derivative actions, and in situations where the other party is
a
witness or threatened to be made a witness.
Each
Indemnity Agreement also provides for contribution in situations where
indemnification is not available, and contains provisions regarding advancement
of expenses and the Company’s obligation, subject to specified qualifications,
to maintain directors' and officers' liability insurance coverage.
Among
the
corporate officers who have separate Indemnity Agreements with the Company
are:
Anthony M. Marlon, M.D., Chairman of the Board and Chief Executive Officer;
Jonathon W. Bunker, President and Chief Operating Officer; Frank E. Collins,
Senior Executive Vice President, Legal and Administration; Donald J. Giancursio,
Senior Vice President, Sales and Marketing; Paul H. Palmer, Senior Vice
President, Chief Financial Officer and Treasurer; Darren G.D. Sivertsen, Senior
Vice President, Operations; Marc R. Briggs, Vice President , and Chief
Accounting Officer; and Lawrence S. Howard, Senior Vice President, Program
Office. The directors, in addition to Dr. Marlon, who signed Indemnity
Agreements with the Company are: Charles L. Ruthe, Albert L. Greene, Thomas
Y.
Hartley, Michael E. Luce, and Anthony L. Watson.
The
foregoing description of the Indemnity Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of Indemnity
Agreement, which is attached as Exhibit 10.1 and incorporated herein by
reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws;
On
March
11, 2007, the Board of Directors of the Company adopted Amended and Restated
Bylaws in which Sections 7.01 and 7.02 were amended to provide for
indemnification of the Company’s directors, officers, employees and agents of
the Company to the maximum extent presently permitted under Nevada law. The
changes to the Company’s bylaws are consistent with the revisions to Nevada
Revised Statutes Section 78.7502 adopted by the Nevada Legislature in 2001,
and
provide that the Company shall also indemnify its directors and officers if
they
are not liable pursuant to Nevada Revised Statutes Section 78.138.
The
foregoing description of the amendments to Sections 7.01 and 7.02 of the Amended
and Restated Bylaws of the Company does not purport to be complete and is
qualified in its entirety by reference to the Amended and Restated Bylaws which
are attached as Exhibit 3.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
The
following exhibits are filed as part of this report:
Exhibit
No. Description
Exhibit
3.1 Amended
and Restated Bylaws of Sierra Health Services, Inc. (as amended through March
11, 2007)
Exhibit
10.1 Form
of
Indemnity Agreement between Sierra Health Services, Inc. and each of its
directors and certain of its officers and its subsidiaries’
officers.
SIGNATURES
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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.
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SIERRA
HEALTH SERVICES, INC.
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(Registrant)
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Date:
March 13, 2007
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/S/
FRANK E. COLLINS
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Frank
E. Collins
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Senior
Executive Vice President, Legal & Administration, and
Secretary
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