- -------------------------------------------------------------------------------- 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): June 5, 2006 ------------------- 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, 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)) - -------------------------------------------------------------------------------- Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Scottish Re Group Limited (the "Company") inadvertently omitted to state in its proxy statement for the 2006 Annual General Meeting of Shareholders (the "2006 Proxy Statement") that its Nominating/Corporate Governance Committee Charter, Compensation Committee Charter, Audit Committee Charter and Corporate Governance Guidelines are available in print to any shareholder who requests it, as required by Section 303A.09 of the New York Stock Exchange Listed Company Manual (the "Manual"). In addition, while the Company disclosed in its 2006 Proxy Statement that shareholders could communicate with the board or any member of the board by sending a letter to the Secretary of the Company at Scottish Re Group limited, P.O. Box HM 2939, Crown house, Third Floor, 4 par-la-Ville Road, Hamilton HM 08, Bermuda, the New York Stock Exchange ("NYSE") has indicated that the Company should have specifically stated that any interested person could communicate with the presiding director and each of the non-management directors in this manner. While the Company does not believe that any of the items listed above are material, it has addressed these omissions in its 303A Written Affirmation to the NYSE, indicating that it is not in compliance with the listing standards of the Manual. The Company has corrected such noncompliance by filing this Current Report on Form 8-K with the Securities and Exchange Commission. 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 Executive Vice President and General Counsel Dated: June 5, 2006 3