-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1LUr5Kx4K2pWfrf+aCDN3LlFEzEYtl6YdTpXOXo3qlSzXaZRb17UPxN3/KTw388 7rbhdjz+w9m8flf1+cI1zg== 0000898080-06-000406.txt : 20061102 0000898080-06-000406.hdr.sgml : 20061102 20061102170113 ACCESSION NUMBER: 0000898080-06-000406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061025 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061102 DATE AS OF CHANGE: 20061102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTISH RE GROUP LTD CENTRAL INDEX KEY: 0001064122 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16855 FILM NUMBER: 061183489 BUSINESS ADDRESS: STREET 1: GRAND PAVILION COMMERCIAL CENTRE STREET 2: 802 WEST BAY RD GEORGE TOWN GRAND CAYMAN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459492800 MAIL ADDRESS: STREET 1: P O BOX HM 2939 CITY: HAMILTON STATE: D0 ZIP: HM MX FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH LIFE HOLDINGS LTD DATE OF NAME CHANGE: 19980615 8-K 1 form8k.txt _______________________________________________________________________________ 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): October 25, 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 1.01. Entry into a Material Definitive Agreement. On October 25, 2006, the Board of Directors (the "Board") of Scottish Re Group Limited (the "Company") 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, effective as of October 26, 2006, 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 retain essential personnel through the transition period relating to the possible sale of the Company (the "Transaction"). Participation in the Plan is limited to the following executives (the "Executives"), each of whom will receive the guaranteed payout listed below if the Transaction is completed: - -------------------------------- ----------------------------------- Executive Guaranteed Payout - -------------------------------- ----------------------------------- Paul Goldean $300,000 - -------------------------------- ----------------------------------- Dean Miller $200,000 - -------------------------------- ----------------------------------- Cliff Wagner $200,000 - -------------------------------- ----------------------------------- David Howell $200,000 - -------------------------------- ----------------------------------- Jeff Delle Fave $100,000 - -------------------------------- ----------------------------------- In addition to the guaranteed payouts described above, each of the Executives will receive additional payments to the extent that the sales price of the Company in the Transaction exceeds certain thresholds established by the Board. If any of the Executives leave the Company prior to the completion of the Transaction, 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 completion of the Transaction 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. 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/ Nate Gemmiti Nate Gemmiti General Counsel Dated: November 2, 2006 3 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. 4 EX-10 2 ex10-1.txt EMPLOYMENT AGREEMENT AMENDMENT to EMPLOYMENT AGREEMENT of PAUL GOLDEAN This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of October 25, 2006, is made and entered into by and between Scottish Re Group Limited (previously known as Scottish Annuity & Life Holdings, Ltd.), a Cayman Islands, British West Indies company (the "Company") and Paul Goldean (the "Executive"). W I T N E S S E T H : WHEREAS, on July 1, 2002, Scottish Re Group Limited ("SRGL") and Executive executed an employment agreement (the "Employment Agreement"); and WHEREAS, the Company and the Executive now desire to amend the Employment Agreement to reflect new duties and obligations assumed by both parties. NOW, THEREFORE, in consideration of the agreements and covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree to modify and amend the Employment Agreement as follows: For all purposes herein and in the Employment Agreement, "Company" shall mean Scottish Re Group Limited. Section 6(a) Shall be restated to read as follows: Base Salary. During the Term, the Company shall pay Executive an annual base salary ("Base Salary") of US $550,000, effective as of August 1, 2006, payable at the times and in the manner consistent with the Company's policies regarding compensation of executive employees. The Company agrees to review such compensation not less frequently than annually during the Term. Once increased, the Base Salary may not be decreased. The Base Salary as increased from time to time shall be referred to herein as "Base Salary". Golden Employment Agreement 10/25/2006-Amendment Page 1 of 3 Section 4(a) Shall be restated to read as follows: During the Term, Executive will serve in the position of President and Chief Executive Officer, or such other position as may be agreed upon by the Company and the Executive, and will have such duties, functions, responsibilities as are (i) reasonably assigned to him by the Board of Directors, consistent with Executive's position as the Company's Chief Executive Officer or (ii) assigned to his office in the Company's Articles of Association. Executive will report directly to the Board of the Company. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Golden Employment Agreement 10/25/2006-Amendment Page 2 of 3 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above. /s/ Paul Goldean PAUL GOLDEAN SCOTTISH RE GROUP LIMITED By: /s/ Glenn Schafer Name: Glenn Schafer Title: Director -----END PRIVACY-ENHANCED MESSAGE-----