As filed with the Securities and Exchange Commission on June 27, 2008
Registration No. 333-129714
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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 Paul Goldean, Esq.
Crown House, Second Floor, 4 Par-la-Ville Road Scottish Re Group Limited
Hamilton HM12 Crown House, Second Floor, 4 Par-la-
Bermuda Ville Road
Hamilton HM12
Bermuda
(441) 295-4451
(Address of Principal Executive Offices) (Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
With Copies To:
Stephen G. Rooney, Esq.
125 West 55th Street
New York, NY 10019
(212) 424-8000
(441) 295-4451
Registrant's telephone number,
including area code
N/A
(Former name or former address, if changed since last report)
2004 EQUITY INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
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EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
The registration statement on Form S-8 (Registration No. 333-129714) (the
"Registration Statement") of Scottish Re Group Limited (the "Company"),
pertaining to the registration of 1,750,000 shares of the Company's ordinary
shares, par value $0.01 per share, to which this Post-Effective Amendment No. 1
relates, was filed with the Securities and Exchange Commission ("SEC") on
November 15, 2005.
As a result of the delisting of the Company's shares from the New York
Stock Exchange and the fact that there are less than 300 holders of record of
its shares as of December 31, 2007, the Company has no obligation to continue to
file, and does not plan to file, periodic reports with the SEC for any periods
after January 1, 2008. The Company filed with the SEC a Form 15 on May 13, 2008,
to terminate its duty to file reports under Section 13(a) and 15(d) of the U.S.
Securities Exchange Act of 1934, as amended. In accordance with an undertaking
made by the Company in the Registration Statement to remove from registration,
by means of a post-effective amendment, any securities which remain unsold at
the termination of the offering, the Company hereby amends the Registration
Statement to withdraw from registration the securities registered but unsold
under the Registration Statement.
2
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Charlotte, North Carolina on this 27th day of June, 2008.
SCOTTISH RE GROUP LIMITED
By: /s/ Paul Goldean
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Paul Goldean
Chief Administrative Officer
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has
been signed by the following persons in the capacities indicated as of the 27th
day of June, 2008:
Signature Title
/s/ George Zippel President and
-------------------------- Chief Executive Officer
George Zippel
/s/ Terry Eleftheriou Executive Vice President and
---------------------------- Chief Financial Officer
Terry Eleftheriou
/s/ Jonathon Bloomer Chairman of the Board
--------------------------
Jonathon Bloomer
/s/ James Butler Director
---------------------------
James Butler
/s/ James Chapman Director
-------------------------
James Chapman
/s/ Thomas Finke Director
--------------------------
Thomas Finke
/s/ Seth Gardner Director
---------------------------
Seth Gardner
/s/ Jeffrey Hughes Director
---------------------------
Jeffrey Hughes
/s/ Robert Joyal Director
---------------------------
Robert Joyal
/s/ Larry Port Director
---------------------------
Larry Port
/s/ Michael Rollings Director
----------------------------
Michael Rollings
/s/ Raymond Wechsler Director
----------------------------
Raymond Wechsler