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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): February 17, 2005
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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 August 4, 2005, the Board of Scottish Re Group Limited (the
"Company") approved Amendment No. 2 to the Scottish Re Group Limited 2004 Equity
Incentive Compensation Plan (the "Equity Plan"), which is attached hereto as
exhibit 10.1. The amendments to the Equity Plan included the addition of
language clarifying the Company's right to grant restricted share unit and
performance share unit awards. The Company had previously amended the Equity
Plan to correct a typographical error that had inadvertently indicated the
option vesting period to be five rather than three years, which amendment is
attached hereto as Exhibit 10.2.
On February 17, 2005, the Board approved the grant of options under
the Equity Plan to certain employees of the Company, including the executive
officers of the Company set forth below, subject to the terms of the Equity Plan
and the stock option agreement, the form of which is attached hereto as exhibit
10.3 and incorporated herein by reference. The grant of options was effective as
of February 17, 2005 and the Company and each executive officer have executed a
stock option agreement with respect to such options. The exercise price of the
options is $25.817 and the options are exercisable in one-third increments on
the first, second and third anniversary of the grant.
At the same meeting, the Board also approved the grant of performance
share units under the Equity Plan to certain employees of the Company, including
the executive officers of the Company set forth below, subject to the terms of
the Equity Plan and the performance share unit agreement, the form of which is
attached hereto as exhibit 10.4 and is incorporated herein by reference. The
performance period applicable to these performance shares begins on January 1,
2005 and ends on December 31, 2007. The grant of performance shares was
effective on February 17, 2005 and subject to the execution by the Company and
the executive officer of the performance share unit agreement.
At the same meeting, the Board also approved the grant of restricted
share units under the Equity Plan to certain employees of the Company, including
the executive officers of the Company set forth below, subject to the terms of
the Equity Plan and the restricted share unit agreement, the form of which is
attached hereto as exhibit 10.5 and is incorporated herein by reference. The
restricted share units vest in one-third increments on the first, second and
third anniversary of the grant. The grant of performance shares was effective on
February 17, 2005 and subject to the execution by the Company and the executive
officer of the restricted share unit agreement.
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Executive Officer Number of Options Number of Performance Number of Restricted
Share Units Share Unites
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Scott E. Willkomm 30,000 18,750 6,250
President and Chief
Executive Officer
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Michael C. French 35,000 7,500 2,500
Chairman of the
Board
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2
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Elizabeth A. Murphy 10,000 7,500 2,500
Executive Vice President
and Chief Financial Officer
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Cliff Wagner 10,000 7,500 2,500
Executive Vice President
and Chief Actuary
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Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) 10.1 Amendment No. 1 to the Scottish Re Group Limited 2004 Equity
Incentive Compensation Plan.
10.2 Amendment No. 2 to the Scottish Re Group Limited 2004 Equity Incentive
Compensation Plan.
10.3 Form of Management Stock Option Agreement under the Scottish Re Group
Limited 2004 Equity Incentive Compensation Plan.
10.4 Form of Management Performance Share Unit Agreement under the Scottish
Re Group Limited 2004 Equity Incentive Compensation Plan.
10.5 Form of Management Restricted Share Unit Agreement under the Scottish
Re Group Limited 2004 Equity Incentive Compensation Plan.
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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/ Paul Goldean
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Paul Goldean
Executive Vice President and General Counsel
Dated: August 8, 2005
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INDEX TO EXHIBITS
Number Description
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10.1 Amendment No. 1 to the Scottish Re Group Limited 2004 Equity
Incentive Compensation Plan.
10.2 Amendment No. 2 to the Scottish Re Group Limited 2004 Equity
Incentive Compensation Plan.
10.3 Form of Management Stock Option Agreement under the Scottish Re
Group Limited 2004 Equity Incentive Compensation Plan.
10.4 Form of Management Performance Share Unit Agreement under the
Scottish Re Group Limited 2004 Equity Incentive Compensation
Plan.
10.5 Form of Management Restricted Share Unit Agreement under the
Scottish Re Group Limited 2004 Equity Incentive Compensation
Plan.
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