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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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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 18, 2007
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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, Second 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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Scottish Re Group Limited (the "Company") announced on July 18, 2007
that it had named George Zippel, 48, its President and Global Chief Executive
Officer, effective as of August 10, 2007. Paul Goldean, who has been serving as
the Company's President and Chief Executive Officer for the past year, will
continue with the Company, assuming the role of Chief Administrative Officer,
effective August 10, 2007. It is expected that Mr. Zippel will also be named to
the Company's Board of Directors at the meeting of the Board of Directors
scheduled for August 2, 2007.
From May 2004 until joining the Company, Mr. Zippel was President and
CEO of Genworth Financial's Protection segment, which included the company's
life insurance, long-term care insurance, employee benefit, and payment
protection insurance businesses. Prior to joining Genworth as part of its
initial public offering in May 2004, Mr. Zippel held various senior management,
operations and financial roles with the General Electric Company. He joined GE
Financial in 1999 as President and CEO of First Colony Life Insurance Company.
Mr. Zippel holds a B.A. in Economics from Hamilton College. He was most recently
a board member of the American Council of Life Insurers and served on the Boards
of Directors of Centra Health, Amazement Square - The Rightmire Children's
Museum, STEP with Links, and the NAILBA Charitable Foundation. Additional
information regarding Mr. Zippel's appointment is set forth in the press release
which is filed as Exhibit 99.1 hereto.
Mr. Zippel's employment agreement (the "Employment Agreement") is for a
two-year term from July 18, 2007 and is automatically renewable for successive
one-year terms, subject to earlier termination with at least 60 days prior
written notice to the other party. Pursuant to the Employment Agreement, Mr.
Zippel will receive a minimum annual base salary of $900,000 and a minimum
incentive bonus of approximately $286,644 for 2007. In addition, Mr. Zippel has
been granted stock options, as set forth below.
On July 18, 2007, the Compensation Committee of the Company's Board of
Directors approved the grant of stock options under the 2007 Scottish Re Group
Limited Stock Option Plan (the "Plan") to certain employees of the Company,
including the executive officers identified below, subject to the terms of the
Plan and the employee nonqualified stock option agreement entered into between
the Company and each person to whom such options were granted, which grants
became effective on such date. The exercise price of the options is $4.76,
representing the closing price of the Company's ordinary shares on the date of
grant. Fifty percent (50%) of the options granted to each employee will vest
based on the participant's continued employment or service with the Company or
its subsidiaries (the "Time-Based Options") and the remaining fifty percent
(50%) will vest based on the achievement of certain performance targets as
established by the Board of Directors in its sole discretion for each relevant
fiscal year (the "Performance-Based Options"). With respect to the Time-Based
Options, twenty percent (20%) vested on the grant date and an additional twenty
percent (20%) will vest on each anniversary of the grant date, subject to the
participant's continued employment or service with the Company or its
subsidiaries. With respect to the Performance-Based
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Options, following the close of each fiscal year after the grant of the options,
and subject to the participant's continued employment or service with the
Company or its subsidiaries on the close of the applicable fiscal year, ten
percent (10%) of the Performance-Based Options will vest if the Company's
performance targets are attained and ten percent (10%) will vest if the
participant's respective division/segment performance targets are attained. The
Board of Directors has the sole discretion to determine the extent to which
pre-established performance targets have been attained. In addition, any vested
Performance-Based Options will not become exercisable until the end of the fifth
fiscal year following May 7, 2007; provided, however, that if the Company
achieves an A- rating or better from Standard & Poor's or AM Best within
eighteen (18) months following May 7, 2007, all Performance-Based Options with
regard to fiscal years 2007 and 2008 will fully vest and become exercisable. The
expiration date of the stock options is July 18, 2017. In the event of a change
of control of the Company, the options will immediately vest in full. In
addition, certain termination events can also trigger accelerated vesting of the
options.
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Name of Executive Officer Number of Number of
Time-Based Performance-Based
Options Options
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Paul Goldean
President and Chief Executive Officer 400,000 400,000
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Duncan Hayward
Chief Accounting Officer 75,000 75,000
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David Howell
Chief Executive Officer, Scottish Re Holdings 175,000 175,000
Limited
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George Zippel 625,000 625,000
President and Chief Executive Officer
(effective August 10, 2007)
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release issued by Scottish Re Group Limited on July 18, 2007.
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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
President and Chief Executive Officer
Dated: July 24, 2007
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INDEX TO EXHIBITS
Number Description
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99.1 Press Release issued by Scottish Re Group Limited on July 18, 2007.
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