As filed with the Securities and Exchange Commission on July 21, 2005
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SCOTTISH RE GROUP LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS
(State or other jurisdiction of 98-0362785
incorporation or organization) (I.R.S. Employer Identification Number)
P.O. BOX HM 2939
CROWN HOUSE, THIRD FLOOR CT CORPORATION SYSTEM
4 PAR-LA-VILLE ROAD 111 EIGHTH AVENUE
HAMILTON HM12 BERMUDA NEW YORK, NY 10011
(Address, including zip code, and (212) 590-9200
telephone number, including area code, (Name, address, including zip code,
of Registrant's principal executive and telephone number, including area
offices) code, of agent for service)
SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN
(Full title of the plan)
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With Copies to:
PAUL GOLDEAN, ESQ. STEPHEN G. ROONEY, ESQ.
SCOTTISH RE GROUP LIMITED LeBOEUF, LAMB, GREENE & MacRAE LLP
CROWN HOUSE, THIRD FLOOR 125 WEST 55TH STREET
4 PAR-LA-VILLE ROAD NEW YORK, NY 10019
HAMILTON HM 08 BERMUDA (212) 424-8000
(441) 295-4451
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Securities to be Registered Amount to be Offering Price Aggregate Registration
Title of Each Class of Securities to be Registered(1) Registered(2) Per Share((3)) Offering Price Fee
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Ordinary Shares, par value $0.01 per share 70,000 $ 25.50 $ 1,785,000 $ 210.10
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1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Scottish Holdings, Inc. 401(k) and Profit
Sharing Plan.
2. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers any additional securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.
3. Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated reporting system on July 18, 2005,
solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the Scottish Holdings, Inc. 401(k) and Profit
Sharing Plan, pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Scottish Re Group Limited ("Scottish Re") are
incorporated by reference in this Registration Statement:
(a) Scottish Re's Annual Report on Form 10-K for the year ended
December 31, 2004, filed March 18, 2005 (SEC File No. 1-16855);
(b) Scottish Re's Amendment No. 1 to Annual Report on Form 10-K/A for
the year ended December 31, 2004, filed April 12, 2005 (SEC File No. 1-16855);
(c) Scottish Re's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, filed May 10, 2005 (SEC File No. 1-16855);
(d) Scottish Re's Current Report on Form 8-K, filed January 6, 2005
(SEC File No. 1-16855);
(e) Scottish Re's Current Report on Form 8-K, filed January 18, 2005
(SEC File No. 1-16855);
(f) Scottish Re's Current Report on Form 8-K, filed February 11, 2005
(SEC File No. 1-16855);
(g) Scottish Re's Current Report on Form 8-K, filed February 11, 2005
(SEC File No. 1-16855);
(h) Scottish Re's Current Report on Form 8-K, filed February 24, 2005
(SEC File No. 1-16855);
(i) Scottish Re's Current Report on Form 8-K, filed March 9, 2005 (SEC
File No. 1-16855);
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(j) Scottish Re's Current Report on Form 8-K/A, filed March 9, 2005
(SEC File No. 1-16855);
(k) Scottish Re's Current Report on Form 8-K, filed June 2, 2005 (SEC
File No. 1-16855);
(l) Scottish Re's Registration Statement on Form 8-A/A, filed June 2,
2005 (SEC File No. 1-16855);
(m) Scottish Re's Current Report on Form 8-K, filed July 1, 2005 (SEC
File No. 1-16855), other than with respect to Item 7.01 and Exhibits 99.2 and
99.3;
(n) Scottish Re's Current Report on Form 8-K, filed July 18, 2005 (SEC
File No. 1-16855);
(o) Scottish Re's Current Report on Form 8-K, filed July 21, 2005 (SEC
File No. 1-16855); and
(p) Scottish Holdings, Inc. 401(k) and Profit Sharing Plan Annual
Report on Form 11-K for the year ended December 31, 2004.
All documents that we subsequently file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than any
information we furnish, rather than file, with the SEC pursuant to certain items
of Form 8-K, 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 part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, 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.
Cayman Islands law permits a company's articles of association to provide
for the indemnification of officers and directors, except to the extent that
such provision may be held by the Cayman Islands courts to be contrary to public
policy (for instance, for purporting to provide indemnification against the
consequences of committing a crime). In addition, an officer or director may not
be indemnified for his own dishonesty, willful neglect or default. Our Articles
of Association contain provisions providing for the indemnification by Scottish
Re of an officer, director or employee of Scottish Re for threatened, pending or
contemplated actions, suits or proceedings, whether civil, criminal,
administrative or investigative, brought against such indemnified person by
reason of the fact that such person was an officer, director or employee of
Scottish Re. In addition, the Board of Directors may authorize Scottish Re to
purchase insurance
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on behalf of any such person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not Scottish Re would have the power to indemnify him against such
liability under the provisions of the Articles of Association. Scottish Re
maintains directors and officers liability insurance. Scottish Re has also
entered into indemnity agreements with each of its executive officers and
directors. The Articles of Association provide that directors of Scottish Re
shall have no personal liability to Scottish Re or its shareholders for monetary
damages for breach of fiduciary or other duties as a director, except for (1)
any breach of a director's duty of loyalty to Scottish Re or its shareholders;
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) a payment of a dividend on shares of Scottish
Re or a purchase or redemption of shares of Scottish Re in violation of law; or
(4) any transaction from which a director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
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4.1 Memorandum of Association of Scottish Re. (1)
4.2 Articles of Association of Scottish Re. (1)
5.1 IRS Determination Letter dated November 5, 2003
23.1 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on signature page).
(1) Previously filed as an Exhibit to Scottish Re's Form 8-K filed with the SEC
on June 2, 2005.
An opinion of counsel is not being filed because the securities being
registered are not original issuance securities.
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;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 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 a
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 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 this registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
Provided further, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is for an offering of asset-backed securities on Form
S-1 or Form S-3, and the information required to be included in a post-effective
amendment is provided pursuant to Item 1100(c) of Regulation AB.
(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; and
(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. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the undersigned 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
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in the Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Scottish Re
Group Limited 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 Hamilton, Bermuda, on the 18th day of July, 2005.
SCOTTISH RE GROUP LIMITED
By: /s/ Paul Goldean
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Paul Goldean
Executive Vice President and General Counsel
POWER OF ATTORNEY
The Registrant. The undersigned do hereby constitute and appoint Scott E.
Willkomm and Paul Goldean, or either of them, our true and lawful attorneys and
agents, to sign for us or any of us in our names and in the capacities indicated
below, any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents required in connection therewith, and to do any and all acts and
things in our names and in the capacities indicated below, which said attorneys
and agents, or either of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement; and we do hereby ratify and
confirm all that the said attorneys and agents, or either of them, shall 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 by the following persons in the
capacities indicated on the 18th day of July, 2005.
Signature Title
/s/ Scott E. Willkomm
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Scott E. Willkomm CEO, President and Director
(Principal Executive Officer and
Authorized Representative in the
United States)
/s/ Elizabeth A. Murphy
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Elizabeth A. Murphy Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Michael C. French
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Michael C. French Chairman and Director
/s/ Michael Austin
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Michael Austin Director
/s/ G. William Caulfeild-Browne
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G. William Caulfeild-Browne Director
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Robert M. Chmely Director
/s/ Jean Claude Damerval
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Jean Claude Damerval Director
/s/ Lord Norman Lamont
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Lord Norman Lamont Director
/s/ Hazel O'Leary
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Hazel O'Leary Director
/s/ William Spiegel
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William Spiegel Director
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
Scottish Holdings, Inc. as the Plan Administrator of the Scottish Holdings, Inc.
401(k) and Profit Sharing Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte and State of North Carolina, on the 18th day of July, 2005.
SCOTTISH HOLDINGS, INC.
401(K) AND PROFIT SHARING PLAN
By: /s/ Elizabeth Murphy
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Name: Elizabeth Murphy
Title: Trustee
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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4.1 Memorandum of Association of Scottish Re. (1)
4.2 Articles of Association of Scottish Re. (1)
5.1 IRS Determination Letter Dated November 5, 2003.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
(1) Previously filed as an Exhibit to Scottish Re's Form 8-K filed with the SEC
on June 2, 2005.
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