##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A (AMENDMENT NO. 1)
 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES Exchange Act of 1934for the
fiscal year ended December 31, 2004 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES Exchange Act of 1934for the
transition period from  to Commission file number 0-22019 HEALTH GRADES, INC.  Delaware
(State or other jurisdiction of
incorporation or organization)
    
    62-1623449
(I.R.S. Employer Identification No.)500 Golden Ridge Road Suite 100
Golden, Colorado
(Address of principal executive offices)
    
    80401
(Zip Code)
 Registrants telephone number, including area code: (303) 716-0041 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class
None
    
    Name of each exchange on which registered
None
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $.001 per share
(Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in the
definitive proxy statement incorporated by reference in Part III of this annual report on Form 10-K
or any amendment to this annual report on Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act). Yes o No þ As of June 30, 2004, the aggregate market value of the Common Stock held by non-affiliates of the
registrant was $16,369,405. Such aggregate market value was computed by reference to the closing
sale price of the Common Stock as reported on the OTC Bulletin Board on such date. For purposes of
making this calculation only, the registrant has defined affiliates as including all directors
and beneficial owners of more than five percent of the Common Stock of the Company. As of April 23, 2005 there were 26,455,413 shares of the registrants Common Stock outstanding.




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICESSIGNATURESExhibit IndexCertification of CEO Pursuant to Rule 15d-14(a)Certification of CFO Pursuant to Rule 15d-14(a)    Table of Contents  This amendment to Health Grades, Inc.s Form 10-K for the fiscal year ended
December 31, 2004 is being filed (1) to set forth the information required in Part III of Form 10-K
and (2) to correct information regarding Exhibit 3.2. 
 PART III 
 ITEM 10. DIRECTORS OF THE REGISTRANT Directors of the Registrant Kerry R. Hicks, age 45, one of our founders, has served as our Chief Executive Officer and has been
a director since our inception in 1995. Mr. Hicks has also served as our Chairman of our Board of
Directors since December 2004, and served as President from our inception until November 1999 and
since June 2001. From 1985 to 1995, Mr. Hicks served as Senior Vice President of LBA Healthcare
Management (LBA). Peter H. Cheesbrough, age 53, has served as one of our directors since December 1996. Since
December 3, 2002, Mr. Cheesbrough has served as Chief Financial Officer of Navigant
Biotechnologies, a company that has developed a process for the elimination of pathogens from blood
used for transfusions. From October 2000 to November 2002, Mr. Cheesbrough was a self-employed
consultant. From August 1999 through September 2000, Mr. Cheesbrough served as Senior Vice
President Finance and Chief Financial Officer of XCare.net, a company providing internet-based
business to business connectivity, information exchange and electronic commerce applications
solutions for healthcare. From June 1993 to August 1999, Mr. Cheesbrough was the Senior Vice
President-Finance and Chief Finance Officer of Echo Bay Mines Ltd., a company engaged in precious
metals mining. Mr. Cheesbrough is a Fellow of the Institute of Chartered Accountants of England
and Wales and also a chartered accountant in Canada. Leslie S. Matthews, M.D., age 53, has served as one of our directors since December 1996. Since
October 1994, Dr. Matthews has been an orthopaedic surgeon at Greater Chesapeake Orthopaedic
Associates, LLC, and since 1990, he has been the Chief of Orthopaedic Surgery at Union Memorial
Hospital. John Quattrone,age 52, has served as one of our directors since November 2000. Mr. Quattrone has
served as General Director of Human Resources for General Motors North America Automotive
Operations since 1995. J.D. Kleinke,age 43, has served as one of our directors since April 2002. Mr. Kleinke has also
served as the Vice Chairman of our Board of Directors since December 2004. Mr. Kleinke has served
as President and CEO for HSN, a privately-held health information technology development company,
since April 1998. From May 1992 to February 1998, Mr. Kleinke served in various capacities for
HCIA, Inc., a healthcare information company that provides information products and services to
health care systems, managed care organizations and pharmaceutical companies. Mark Pacala,age 49, has served as one of our directors since December 2004. Mr. Pacala has been a
Managing Director of Essex Woodlands Health Ventures since January 2004 and was a Venture Partner
of Essex Woodlands Health Ventures from April 2002 to




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December 2003. From October 2001 to January 2003 Mr. Pacala was self-employed as a venture capital
consultant. He served as CEO of American WholeHealth, Inc., an integrative health network company that combines conventional medicine, alternative medicine, nutrition and wellness, from September 1996 to September 2001. Kerry R. Hicks and David G. Hicks, our Executive Vice President  Information Technology, are
brothers. Identification of the Audit Committee Our Board of Directors has established an Audit Committee for the purpose of overseeing our
accounting and financial reporting processes and audits of our financial statements. Our Audit
Committee is currently comprised of three directors: Mr. Cheesbrough (Chairman), Mr. Quattrone and
Dr. Matthews. Audit Committee Financial Expert Our Board of Directors has determined that Peter H. Cheesbrough, Chairman of our Audit Committee,
is an audit committee financial expert as that term is defined in Securities and Exchange
Commission regulations. Mr. Cheesbrough is an independent director within the meaning of the rules
of the Nasdaq Stock Market, Inc. Code of Conduct We have a Code of Conduct applicable to all of our officers, other employees and directors. Among
other things, the Code of Conduct is designed to deter wrongdoing and to promote honest and ethical
conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships; to promote full, fair, accurate, timely, and
understandable disclosures in periodic reports required to be filed by us; and to promote
compliance with applicable governmental laws, rules and regulations. The Code of Conduct provides
for the prompt internal reporting of violations of the Code of Conduct to an appropriate person
identified in the Code of Conduct and contains provisions regarding accountability for adherence to
the Code of Conduct. We have posted the Code of Conduct in the Investor Relations section of our
website, which is located at www.healthgrades.com. You may request a print copy of the Code of
Conduct by contacting Allen Dodge, Senior Vice President - Finance and Chief Financial Officer, Health
Grades, Inc., 500 Golden Ridge Road, Suite 100, Golden, Colorado 80401 (telephone number  (303)
716-0041). We intend to satisfy the disclosure requirements regarding any amendment to, or waiver
from, a provision of our Code of Conduct by disclosing such matters in the Investor Relations
section of our website. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires that, if a company has a class of
securities registered under Section
12 of the Securities Exchange Act of 1934, its officers and directors, and beneficial owners of
more than ten percent of the registered class of securities must file reports of ownership of the
Companys securities and changes of ownership with the Securities and Exchange Commission. During
2004, our common stock was not registered under Section 12 of the Securities Exchange Act of 1934.
As a result, our officers, directors and holders of more than 10% of our common stock were not
subject to the filing requirements of Section 16(a) of the Act during 2004. On April 20, 2005 we filed a registration statement on Form 8-A with the Securities and Exchange
Commission that resulted in the registration of our common stock under Section 12 of the Act. As a
result, our officers, directors and holders of more than 10% of our common stock became subject to
Section 16(a) of the Act on April 20, 2005. 
 ITEM 11. EXECUTIVE COMPENSATION Summary of Cash and Certain Other Compensation The following table sets forth certain information concerning the compensation we paid during 2004,
2003 and 2002 to our Chief Executive Officer and the four other most highly paid executive officers
(collectively, the named executive officers) during the year ended December 31, 2004.




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Summary Compensation Table Annual Compensation
    
    
    Long Term CompensationAwardsSecuritiesUnderlying
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary (1)
    
    
    Bonus (2)
    
    
    Options
    
    
    Compensation (3)Kerry R. Hicks
    
    
    2004
    
    
    $
    304,289
    
    
    $
    164,556
    
    
    
    
    
    
    $
    6,000Chief Executive
Officer
    
    
    2003
    
    
    $
    285,499
    
    
    $
    220,205
    
    
    
    
    
    
    $
    6,0002002
    
    
    $
    269,706
    
    
    $
    6,000
    
    
    
    1,493,104
    
    
    $
    4,800David G. Hicks
    
    
    2004
    
    
    $
    206,916
    
    
    $
    82,787
    
    
    
    
    
    
    $
    6,150Executive Vice
President -
Information
    
    
    2003
    
    
    $
    192,847
    
    
    $
    81,327
    
    
    
    
    
    
    $
    5,785&
Technology
    
    
    2002
    
    
    $
    183,400
    
    
    $
    4,000
    
    
    
    900,000
    
    
    $
    4,800Sarah Loughran
    
    
    2004
    
    
    $
    173,517
    
    
    $
    78,188
    
    
    
    
    
    
    $
    5,205Executive Vice
President -
Provider
Services
    
    
    2003
    
    
    $
    154,121
    
    
    $
    91,227
    
    
    
    
    
    
    $
    4,6242002
    
    
    $
    148,825
    
    
    $
    4,000
    
    
    
    900,000
    
    
    $
    4,585Allen Dodge
    
    
    2004
    
    
    $
    155,162
    
    
    $
    64,074
    
    
    
    
    
    
    $
    4,655Senior Vice
President -
Finance and Chief Financial Officer
    
    
    2003
    
    
    $
    133,239
    
    
    $
    76,502
    
    
    
    
    
    
    $
    3,9972002
    
    
    $
    109,200
    
    
    $
    4,000
    
    
    
    600,000
    
    
    $
    3,396Michael D. Phillips
(4)
    
    
    2004
    
    
    $
    273,298
    
    
    $
    
    
    
    
    
    
    
    $
    3,894Senior Vice
President -
Provider Sales
    
    
    2003
    
    
    $
    254,735
    
    
    $
    
    
    
    
    
    
    
    $
    3,7502002
    
    
    $
    259,382
    
    
    $
    
    
    
    
    400,000
    
    
    $
    4,800
   (1)
    
    In 2004 there were twenty-seven pay periods instead of the standard twenty-six pay
periods. Therefore, annual salary includes one additional pay period in 2004 compared to 2003
and 2002.(2)
    
    Bonus amounts include payments made in August 2004 and January 2005 relating to performance
in 2004.(3)
    
    Includes amounts that we contributed to the accounts of the named executive officers under
our Retirement Savings Plan.(4)
    
    Annual salary for Mr. Phillips includes sales commissions of $143,490, $129,735 and $134,383
for 2004, 2003 and 2002, respectively.




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The following table sets forth certain information regarding stock options held as of December 31,
2004 by the named executive officers. No options were granted to the named executive officers in
2004. Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values Number of Securities
    
    
    Value of UnexercisedUnderlying Unexercised
    
    
    In-the-MoneyShares
    
    
    
    
    
    

Options at
    
    

Options atacquired on
    
    
    Value
    
    
Fiscal Year-End (#)
    
    
Fiscal Year-End ($)(1)Name
    
    exercise (#)
    
    
    Realized ($)
    
    
    Exercisable
    
    Unexercisable
    
    
    Exercisable
    
    
    UnexercisableKerry R. Hicks
    
    
    
    
    
    $
    
    
    
    
    2,289,823
    
    
    
    
    
    
    $
    6,015,200
    
    
    $
    David G. Hicks
    
    
    100,000
    
    
    $
    52,000
    
    
    
    1,124,940
    
    
    
    
    
    
    $
    2,988,621
    
    
    $
    Sarah Loughran
    
    
    50,000
    
    
    $
    107,500
    
    
    
    966,369
    
    
    
    
    
    
    $
    2,617,693
    
    
    $
    Allen Dodge
    
    
    
    
    
    $
    
    
    
    
    623,500
    
    
    
    
    
    
    $
    1,731,765
    
    
    $
    Michael D. Phillips
    
    
    100,000
    
    
    $
    75,000
    
    
    
    315,900
    
    
    
    
    
    
    $
    883,407
    
    
    $
    
   (1)
    
    Based on $2.90, the closing price of our common stock as reported on the OTC Bulletin Board
on December 31, 2004. EMPLOYMENT AGREEMENTS Mr. Kerry Hicks is employed by us under an employment agreement dated as of April 1, 1996. The
agreement is renewable automatically for one year periods unless terminated by one of the parties.
The agreement provided for Mr. Hicks to receive an annual salary of $250,000 for 1998, with cost of
living increases for the years following 1998. In addition, the agreement provides for annual
incentive compensation equal to up to 100% of Mr. Hicks base salary based on performance targets
established by the Board of Directors. Mr. David Hicks is employed by us under an employment agreement dated as of March 1, 1996. The
agreement is renewable automatically for one year periods unless terminated by one of the parties.
The agreement provided for Mr. David Hicks to receive an annual base salary of $144,000 for 1998,
with cost of living increases for the years following the third year. In addition, the agreement
provides for annual incentive compensation equal to up to 75% of his base salary based on
performance targets established by the Board of Directors. In connection with Mr. David Hicks
appointment as Senior Vice President in 1999, his base salary was increased to $172,500. Under each of the employment agreements described above, in the event that the officer is
terminated without cause and there has been no change of control of the Company, we will pay the
officer his base salary for the remaining term of the agreement and any earned but unpaid salary
and incentive compensation. In the event the officer is terminated with cause, regardless of
whether there has been a change of control, we will pay the officer his base salary for 60 days
following such termination. If the officer is terminated without cause upon a change of control, he
is entitled to receive a lump sum payment upon his termination equal to 300% of his base salary
plus 300% of his annual incentive compensation for the prior year. Each agreement contains certain
confidentiality and non-competition covenants. Compensation of Directors Effective January 1, 2004, members of the Board of Directors are paid $1,000 for each meeting of
the Board of Directors attended in person, and $500 for each meeting attended by telephone
conference, in addition to reimbursement of travel expenses.




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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Ownership of Our Common Stock by Certain Persons The following table sets forth certain information with respect to the beneficial ownership of our
common stock as of April 27, 2005 by (i) each person known to us to own beneficially more than five
percent of our common stock (including such persons address), (ii) the named executive officers,
(iii) each director and (iv) all directors and executive officers as a group. Number of Shares
    
    
    Percent ofName of Beneficial Owner
    
    Beneficially Owned
    
    
    Outstanding Shares (1)Kerry R. Hicks (2)
    
    
    4,067,293
    
    
    
    14.1
    %David G. Hicks (3)
    
    
    1,661,598
    
    
    
    6.0
    %Sarah Loughran (4)
    
    
    1,556,331
    
    
    
    5.7
    %Allen Dodge (5)
    
    
    762,294
    
    
    
    2.8
    %Michael D. Phillips
    
    
    558,263
    
    
    
    2.1
    %Peter H. Cheesbrough (6)
    
    
    277,678
    
    
    
    1.0
    %Leslie S. Matthews, M.D. (7)
    
    
    175,116
    
    
    
    *John J. Quattrone (8)
    
    
    153,333
    
    
    
    *J.D. Kleinke (9)
    
    
    83,333
    
    
    
    *Mark Pacala (10)
    
    
    9,136,802
    
    
    
    34.1
    %Essex Woodlands Health Ventures Fund IV, L.P. (10)
    
    
    9,136,802
    
    
    
    34.1
    %All directors and executive officers as a group (11 persons)(11)
    
    
    18,515,374
    
    
    
    57.8
    %
   *
    
    Less than one percent.(1)
    
    Applicable percentage of ownership is based on 26,455,413 shares of common stock outstanding
on April 27, 2005. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and means voting or investment power with respect to
securities. Shares of common stock issuable upon the exercise of stock options exercisable
currently or within 60 days of April 27, 2005 (unless otherwise noted) are deemed outstanding
and to be beneficially owned by the person holding such option for purposes of computing such
persons percentage ownership but are not deemed outstanding for the purpose of computing the
percentage ownership of any other person. Except for shares held jointly with a persons
spouse or subject to applicable community property laws, or as indicated in the footnotes to
this table, each stockholder identified in the table possesses sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by such
stockholder.(2)
    
    Includes 10,000 shares of common stock held by The David G. Hicks Irrevocable Childrens
Trust and 2,289,823 shares underlying stock options. Does not include 60,000 shares of common
stock held by The Hicks Family Irrevocable Trust, for which shares Mr. Hicks disclaims
beneficial ownership. Mr. Kerry R. Hicks address is 500 Golden Ridge Road, Suite 100,
Golden, Colorado 80401.(3)
    
    Includes 1,124,940 shares underlying stock options. Mr. David G. Hickss address is 500
Golden Ridge Road, Suite 100, Golden, Colorado 80401.(4)
    
    Includes 916,369 shares underlying stock options. Ms. Loughrans address is 500 Golden Ridge
Road, Suite 100, Golden, Colorado 80401.(5)
    
    Includes 623,500 shares underlying stock options.(6)
    
    Includes 256,678 shares underlying stock options.(7)
    
    Includes 16,666 shares underlying stock options.(8)
    
    Includes 153,333 shares underlying stock options.




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(9)
    
    Includes 83,333 shares underlying stock options.(10)
    
    Includes 9,136,802 shares and 353,430 shares underlying warrants held by Essex Woodlands
Health Ventures Fund IV, L.P. Mr. Mark Pacala is a Managing Director of Essex Woodlands
Health Ventures. Mr. Pacalas address is Essex Woodlands Health Ventures Fund IV, L.P., 190
South LaSalle Street, Suite 2800, Chicago, IL 60603.(11)
    
    Include 353,430 shares underlying warrants, 5,547,975 shares underlying stock options and
10,000 shares of common stock held by The David G. Hicks Irrevocable Childrens Trust. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information, as of December 31, 2004, regarding securities issuable
under our stock based compensation plans. Number of securitiesNumber of securities
    
    
    
    
    
    
    
    
    remaining availableto be issued upon
    
    
    
    Weighted-average
    
    
    
    for future issuanceexercise of
    
    
    
    exercise price of
    
    
    
    under equity compensationoutstanding options,
    
    
    
    outstanding options,
    
    
    
    plans (excluding securitieswarrants and rights
    
    
    
    warrants and rights
    
    
    
    reflected in column (a))Plan category
    
    
    (a)
    
    
    
    (b)
    
    
    
    (c)Equity compensation
plans approved
by security holders
    
    
    
    9,778,384
    
    
    
    $
    0.41
    
    
    
    
    2,019,685Equity compensation
plans not approved
by security holders
    
    
    
    20,000
    (1)
    
    
    $
    2.00
    
    
    
    
    N/ATotal
    
    
    
    9,798,384
    
    
    
    
    
    
    
    
    
    2,019,685
   (1)  Represents warrants issued to a company with respect to certain financial advisory services
provided to us. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In 2004, we provided indemnification to our Chief Executive Officer, Kerry R. Hicks, for legal fees
totaling approximately $272,000 relating to litigation involving Mr. Hicks. We provided additional
indemnification of approximately $205,000 during the three months ended March 31, 2005. The
litigation arose from loans that Mr. Hicks and three other executive officers provided to us in
December 1999 in the amount of $3,350,000 (including $2,000,000 individually loaned by Mr. Hicks).
These loans enabled us to purchase a minority interest in an internet healthcare rating business
that has become our current healthcare provider rating and advisory services business. We were the
majority owner of the business, but had agreed with the holder of the minority interest that if we
failed to purchase the holders interest by December 31, 1999, we would relinquish control and
majority ownership to the holder. In March 2000, the executive officers were compelled to convert
our obligations to them (including the $2,000,000 owed to Mr. Hicks) into our equity securities in
order to induce several private investors to invest an aggregate of $14,800,000 in our equity
securities. The executive officers personally borrowed money from our principal lending bank in order to fund
their loans to us. In early 2001, the bank claimed that Mr. Hicks was obligated to pay amounts
owed to the bank by a former executive who was unable to fully repay his loan; Mr. Hicks denied
this obligation. In October 2002, the bank sold the note to an affiliate of a collection agency
(the collection agency and the affiliate are collectively referred to as the collection agency).
Although the bank informed the collection agency in July 2003 of the banks conclusion that Mr.
Hicks was not obligated under the former executives promissory note issued to the bank, the
collection agency commenced litigation in September 2003 in federal court in Tennessee to collect
the remaining balance of approximately $350,000 on the note and named Mr. Hicks as a defendant. On
motion by Mr. Hicks, the court action was stayed, and Mr. Hicks commenced an arbitration proceeding
against the collection agency in October 2003, seeking an order that he had no liability under the
note and asserting claims for damages. The bank was added as a party in March 2004. The bank repurchased the note from the collection agency in December 2003 and resold the note to
another third party in February 2004, so that Mr. Hicks obligation to repay the note was no longer
at issue. The remaining claims included, among others, claims by the bank against Mr. Hicks for
costs and expenses of collection of the loan, claims by the collection agency against Mr. Hicks for
abuse of process and tortious interference with the relationship between the bank and the
collection agency and claims by Mr. Hicks




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against the bank for breach of fiduciary duty and fraud, and against the collection agency for
abuse of process and defamation. Mr. Hicks also commenced litigation against the other parties in
Colorado state court based on similar claims. That case was removed to federal court by the
defendants. The Court determined that Mr. Hicks claims should be submitted to the arbitration
proceeding. An arbitration hearing was held in February 2005 on most of the claims submitted by
the parties. In April 2005, the arbitrator announced his determination. The arbitrator ruled that the
collection agency was liable to Mr. Hicks in the amount of $400,000 for emotional distress and
other maladies as well as attorneys fees in the amount of $15,587.36 with interest as a result of
the collection agencys abuse of process in initiating the action in federal court in Tennessee.
The arbitrator determined that the bank had no liability. Mr. Hicks has not received the arbitration award. The collection agency is seeking reconsideration
of the ruling by the arbitrator, who has not yet responded. In addition, the arbitrator has not
ruled on, among other things, the claim of the collection agency that Mr. Hicks engaged in tortious
interference and abuse of process. The arbitrator indicated that these issues would be determined
at a later date. Our determination to indemnify Mr. Hicks was based on, among other things, the fact that the
dispute related to Mr. Hicks efforts and personal financial commitment to provide funds to us in
December 1999, without which we likely would not have remained viable. Although we expect to
indemnify Mr. Hicks for additional legal expenses incurred in 2005, we do not expect these expenses
to be material in relation to our total operating expenses in 2005. 
 ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES Fees for all services provided by Grant Thornton LLP, our independent registered public accounting
firm, for 2004 and 2003 were as follows: Audit Fees The aggregate fees billed for professional services rendered by Grant Thornton LLP for the audit of
our annual financial statements for the years ended December 31, 2004 and 2003 and the review of
our financial statements included in our quarterly reports on Form
10-Q filed during 2004 and 2003 were $71,927 and $61,988, respectively. Audit Related Fees There were no fees billed in 2004 or 2003 for assurance and related services rendered by Grant
Thornton LLP that were reasonably related to the performance of the audit or review of our
consolidated financial statements and were not reported under Audit Fees above. Tax Fees There were no fees billed in 2004 or 2003 for professional services rendered by Grant Thornton LLP
for tax compliance, tax advice and tax planning. All Other Fees There were no fees billed in 2004 or 2003 for products and services provided y Grant Thornton LLP,
other than the services referred to above.




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized. HEALTH GRADES, INC. Date: May 2, 2005
    By: /s/ Kerry R. HicksKerry R. HicksChairman of the Board of Directors, President and Chief Executive Officer Date: May 2, 2005
    By: /s/ Allen DodgeAllen DodgeSenior Vice President  Finance and Chief Financial Officer




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Exhibit Index EXHIBITNUMBER
    
    DESCRIPTION3.1
    
    Form of Amended and Restated
Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to our Annual Report on Form 10-K for
the year ended December 31, 2001).3.2
    
    Bylaws, as amended (incorporated by reference to
Exhibit 3.2 to Amendment No. 1 to our Quarterly Report
for the quarter ended September 30, 2004 on Form
10-Q/A).10.1*
    
    1996 Equity Compensation Plan, as amended (incorporated
by reference to Exhibit 10.1 to our Annual Report on
Form 10-K for the year ended December 31, 2002).10.2.1
    
    Loan and Security Agreement dated May 10, 2002 by and
between Health Grades, Inc., Healthcare Ratings, Inc.,
ProviderWeb.net, Inc., and Silicon Valley Bank
(incorporated by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002).10.2.2
    
    Loan Modification Agreement dated March 11, 2003 by and
between Health Grades, Inc. and Silicon Valley Bank
(incorporated by reference to Exhibit 10.2.2 to our
Annual Report on Form 10-K for the year ended December
31, 2002).10.2.3
    
    Loan Modification Agreement dated February 20, 2004 by
and between Health Grades, Inc. and Silicon Valley Bank
(incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-K for the quarter ended
March 31, 2004).10.2.4
    
    Loan Modification Agreement dated February 22, 2005 by
and between Health Grades, Inc. and Silicon Valley
Bank (incorporated by reference to Exhibit 10.2.4 to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2004).10.3
    
    Stock and Warrant Repurchase Agreement dated March 11,
2003 (incorporated by reference to Exhibit 10.3 to our
Annual Report on Form 10-K for the year ended December
31, 2002).10.4*
    
    Employment Agreement dated as of April 1, 1996 by and
between Specialty Care Network, Inc. and Kerry R.
Hicks (incorporated by reference to Exhibit 10.3 to
our Registration Statement on Form S-1
(File No. 333-17627)).10.5.1*
    
    Employment Agreement between Specialty
Care Network, Inc. and David Hicks, dated March 1,
1996 (incorporated by reference to Exhibit 10.8 to
our Registration Statement of Form S-1
(File No. 333-17627)).10.5.2*
    
    Amendment to Employment Agreement between Specialty
Care Network, Inc. and David Hicks, dated December 2,
1997 (incorporated by reference to Exhibit 10.8.1 to
our Annual Report on Form 10-K for the
fiscal year ended December 31, 1997).10.6
    
    Building Lease between GR Development One, LLC,
Landlord and Health Grades, Inc. Tenant (incorporated
by reference to Exhibit 10.6 to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2004).23.1
    
    Consent of Grant Thornton LLP (incorporated by
reference to Exhibit 23.1 to our Annual Report on Form
10-K for the fiscal year ended December 31, 2004).31.1^
    
    Certification of the Chief Executive Officer pursuant
to Rule 15d-14(a) under the Securities Exchange Act.31.2^
    
    Certification of the Chief Financial Officer pursuant
to Rule 15d-14(a) under the Securities Exchange Act.32.1
    
    Certification of the Chief Executive Officer pursuant
to Rule 15d-14(b) under the Securities Exchange Act
(incorporated by reference to Exhibit 32.1 to our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2004).




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EXHIBITNUMBER
    
    DESCRIPTION32.2
    
    Certification of the Chief Financial Officer pursuant
to Rule 15d-14(b) under the Securities Exchange Act
(incorporated by reference to Exhibit 32.2 to our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2004).
   *
    
    - Constitutes a management contract, compensatory plan or arrangement required to be filed
as an exhibit to this report.^
    
    - Filed herewith.