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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2006
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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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Scottish Re Group Limited (the "Company") hereby amends and restates in its
entirety Item 1.01 of its Current Report on Form 8-K filed on November 2, 2006
in order to update and supplement certain information contained therein.
Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2006, the Board of Directors (the "Board") of the Company
appointed board members Glenn Schafer and Bill Caulfeild-Browne to a special
committee, The Office of the Chairman, to assist executive management in
directing the Company, for a term of three months beginning August 1, 2006. On
October 25, 2006, the Board extended this appointment an additional month, to
end on November 30, 2006. During such time, Mr. Schafer was compensated at a
rate of $300,000 per month and Mr. Caulfeild-Browne was compensated at a rate of
$200,000 per month. On November 26, 2006, the Board resolved, effective November
30, 2006, to terminate the Office of the Chairman because, as a result of the
execution of the Securities Purchase Agreement described below, the Board
determined that the position was no longer necessary. Mr. Schafer and Mr.
Caulfeild-Browne will remain directors of the Company.
Also on October 25, 2006, the Board approved an amendment (the "Amendment")
to the employment agreement, dated July 1, 2002, between Paul Goldean and the
Company. Pursuant to the Amendment, Mr. Goldean will serve as President and
Chief Executive Officer of the Company with an annual base salary of $550,000,
effective as of August 1, 2006. A copy of the Amendment is attached as Exhibit
10.1 hereto.
On October 25, 2006, the Board also approved a Senior Executive Success
Plan (the "Plan"). The purpose of the Plan is to (i) retain essential personnel
through the transition period relating to the possible sale or equity investment
in the Company (the "Transaction") and (ii) create an incentive to obtain the
best possible transaction for shareholders. Participation in the Plan is limited
to the following executives (the "Executives"), each of whom will receive the
guaranteed retention payment listed below (the "Guaranteed Retention Payment")
to remain with the Company until the Transaction is completed:
- ----------------------------- --------------------------------------------
Executive Guaranteed Retention Payment
- ----------------------------- --------------------------------------------
Paul Goldean $300,000
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Dean Miller $200,000
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Cliff Wagner $200,000
- ----------------------------- --------------------------------------------
David Howell $200,000
- ----------------------------- --------------------------------------------
Jeff Delle Fave $100,000
- ----------------------------- --------------------------------------------
In addition to the guaranteed payments described above, each of the
Executives had the opportunity to receive additional payments to the extent that
the sales price of the Company in any Transaction exceeded $12 per share, with
the highest payments occurring at prices in excess of $15 per share. Mr. Schafer
and Mr. Caulfeild-Browne
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also participated in a separate success plan, with payments to be made if the
sales price of the Company in any Transaction exceeded $12 per share.
On November 27, 2006, the Company announced that it had entered into a
securities purchase agreement (the "Securities Purchase Agreement") whereby
MassMutual Capital Partners LLC and Cerberus Capital Management, L.P. will each
invest $300 million into the Company, resulting in a total new equity investment
of $600 million. Because this equity investment will result in an effective
sales price of approximately $4 per share, no payments will be paid to the
Executives under the Plan, except for the Guaranteed Retention Payment, and no
success payments will be paid to either Mr. Schafer or Mr. Caulfeild-Browne.
If any of the Executives leave the Company prior to the closing of the
transactions contemplated by the Securities Purchase Agreement (the "Closing"),
such Executive will forfeit his right to any payments under the Plan. The
Executives will be entitled to payments under the Plan 90 days after the Closing
unless such Executive is terminated by the Company for cause or due to
resignation by the Executive without good reason, in which case the payment will
be forfeited. Payments under the Plan will be includable in calculations related
to Section 280G of the United States Internal Revenue Code of 1986, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10.1 Amendment to Employment Agreement, dated as of October 25, 2006,
between Scottish Re Group Limited and Paul Goldean (incorporated herein
by reference to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on November 2, 2006).
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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/ Nate Gemmiti
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Nate Gemmiti
General Counsel
Dated: November 28, 2006
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INDEX TO EXHIBITS
Number Description
- ------ -----------
10.1 Amendment to Employment Agreement, dated as of October 25,
2006, between Scottish Re Group Limited and Paul Goldean
(incorporated herein by reference to the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on November 2, 2006).
5