--------------------------------------------------------------------------------
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 12, 2008
-----------
SCOTTISH RE GROUP LIMITED
(Exact name of registrant as specified in its charter)
-----------
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, Second 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))
--------------------------------------------------------------------------------
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 12, 2008, Scottish Re Group Limited (the "Company") and David
Howell, the Chief Executive of the Company's Life Reinsurance International
Segment, entered into an Incentive Agreement. The Incentive Agreement provides
that if Mr. Howell is employed by the Company on the date of the closing of the
sale of the Company's Life Reinsurance International Segment, no later than five
days after such closing, the Company shall pay him an amount equal to: (i)
$1,000,000 plus (ii) 4% of the excess (if any) of the sales price of the Life
Reinsurance International Segment (less certain expenses) over the sum of (A)
$5,000,000 and (B) the segment's retained liabilities (such payment in aggregate
being the "Success Payment"). If Mr. Howell's employment is terminated by the
Company or the purchaser of the Life Reinsurance International Segment during
the six months following the date of the closing, any severance or termination
payment to which Mr. Howell may be entitled to related to such termination shall
be reduced (but not below zero) by the amount of the Success Payment. The
Incentive Agreement terminates if a definitive agreement for the sale of the
Life Reinsurance International Segment has not been executed prior to December
31, 2008.
2
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/ Paul Goldean
-------------------------------
Paul Goldean
Chief Administrative Officer
Dated: March 18, 2008