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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 25, 2006
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SCOTTISH RE GROUP LIMITED
(Exact name of registrant as specified in its charter)
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Cayman Islands 001-16855 98-0362785
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
P.O. Box HM 2939
Crown House, Third Floor, 4 Par-la-Ville Road
Hamilton HM12
Bermuda N/A
(Address of Principal Executive Offices) (Zip Code)
(441) 295-4451
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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:
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On October 25, 2006, the Board of Directors (the "Board") of Scottish Re
Group Limited (the "Company") approved an amendment (the "Amendment") to the
employment agreement, dated July 1, 2002, between Paul Goldean and the Company.
Pursuant to the Amendment, Mr. Goldean will serve as President and Chief
Executive Officer of the Company, effective as of October 26, 2006, with an
annual base salary of $550,000, effective as of August 1, 2006. A copy of the
Amendment is attached as Exhibit 10.1 hereto.
On October 25, 2006, the Board also approved a Senior Executive Success
Plan (the "Plan"). The purpose of the Plan is to retain essential personnel
through the transition period relating to the possible sale of the Company (the
"Transaction"). Participation in the Plan is limited to the following executives
(the "Executives"), each of whom will receive the guaranteed payout listed below
if the Transaction is completed:
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Executive Guaranteed Payout
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Paul Goldean $300,000
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Dean Miller $200,000
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Cliff Wagner $200,000
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David Howell $200,000
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Jeff Delle Fave $100,000
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In addition to the guaranteed payouts described above, each of the Executives
will receive additional payments to the extent that the sales price of the
Company in the Transaction exceeds certain thresholds established by the Board.
If any of the Executives leave the Company prior to the completion of the
Transaction, such Executive will forfeit his right to any payments under the
Plan. The Executives will be entitled to payments under the Plan 90 days after
the completion of the Transaction unless such Executive is terminated by the
Company for cause or due to resignation by the Executive without good reason, in
which case the payment will be forfeited. Payments under the Plan will be
includable in calculations related to Section 280G of the United States Internal
Revenue Code of 1986, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Amendment to Employment Agreement, dated as of October 25, 2006, between
Scottish Re Group Limited and Paul Goldean.
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SIGNATURE
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.
SCOTTISH RE GROUP LIMITED
By: /s/ Nate Gemmiti
Nate Gemmiti
General Counsel
Dated: November 2, 2006
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INDEX TO EXHIBITS
Number Description
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10.1 Amendment to Employment Agreement, dated as of October 25, 2006,
between Scottish Re Group Limited and Paul Goldean.
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