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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 February 17, 2005, the Board of Directors of Scottish Re Group Limited
(the "Company") approved the grant of restricted share units and performance
share units under the Scottish Re Group Limited 2004 Equity Incentive
Compensation Plan (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 each executive officer's respective restricted
share unit agreement and performance share unit agreement. These awards were
granted as 25% restricted share units and 75% performance share units. The grant
of the awards was effective on February 17, 2005 and subject to the execution by
the Company and the executive officer of a restricted share unit agreement and a
performance share unit agreement with respect to such awards. The restricted
share units vest in one-third increments on the first, second and third
anniversary of the grant. The performance share units vest if the average annual
growth in net operating earnings per share exceeds 10% over three years,
beginning in 2004 and ending in 2006.
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Executive Officer Total Number of Number of Number of
Awards Performance Share Units Restricted Share Units
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Scott E. Willkomm 25,000 18,750 6,250
President and Chief
Executive Officer
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Michael C. French 5,000 3,750 1,250
Chairman of the
Board
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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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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 18, 2005
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