-----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, MzlYq2Spf730pNHyTqF63Aw9doZ14zUDWP4WX4km07H/YpAny6KZlXMyBoeS35vD TgjiSHseZij4f6rVpfELZA== 0000898080-08-000124.txt : 20080627 0000898080-08-000124.hdr.sgml : 20080627 20080627173331 ACCESSION NUMBER: 0000898080-08-000124 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-51496 FILM NUMBER: 08923630 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 POS AM 1 posam.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on June 27, 2008 Registration No. 333-51496 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- SCOTTISH RE GROUP LTD. (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 Paul Goldean, Esq. Crown House, Second Floor, 4 Par-la-Ville Road Scottish Re Group Limited Hamilton HM12 Crown House, Second Floor, 4 Par-la- Bermuda Ville Road Hamilton HM12 Bermuda (441) 295-4451 (Address of Principal Executive Offices) (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
With Copies To: Stephen G. Rooney, Esq. 125 West 55th Street New York, NY 10019 (212) 424-8000 (441) 295-4451 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) SECOND AMENDED AND RESTATED 1998 STOCK OPTION PLAN (Full Title of the Plan) - -------------------------------------------------------------------------------- EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES The registration statement on Form S-8 (Registration No. 333-51496) (the "Registration Statement") of Scottish Re Group Ltd. (the "Company"), pertaining to the registration of 1,600,000 shares of the Company's ordinary shares, par value $0.01 per share, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission ("SEC") on December 8, 2000. As a result of the delisting of the Company's shares from the New York Stock Exchange and the fact that there are less than 300 holders of record of its shares as of December 31, 2007, the Company has no obligation to continue to file, and does not plan to file, periodic reports with the SEC for any periods after January 1, 2008. The Company filed with the SEC a Form 15 on May 13, 2008, to terminate its duty to file reports under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as amended. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to withdraw from registration the securities registered but unsold under the Registration Statement. 2 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, North Carolina on this 27th day of June, 2008. SCOTTISH RE GROUP LTD. By: /s/ Paul Goldean ---------------------------- Paul Goldean Chief Administrative Officer SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated as of the 27th day of June, 2008: Signature Title /s/ George Zippel President and - -------------------------- Chief Executive Officer George Zippel /s/ Terry Eleftheriou Executive Vice President and - ---------------------------- Chief Financial Officer Terry Eleftheriou /s/ Jonathon Bloomer Chairman of the Board - -------------------------- Jonathon Bloomer /s/ James Butler Director - --------------------------- James Butler /s/ James Chapman Director - ------------------------- James Chapman /s/ Thomas Finke Director - -------------------------- Thomas Finke /s/ Seth Gardner Director - --------------------------- Seth Gardner /s/ Jeffrey Hughes Director - --------------------------- Jeffrey Hughes /s/ Robert Joyal Director - --------------------------- Robert Joyal /s/ Larry Port Director - --------------------------- Larry Port /s/ Michael Rollings Director - ---------------------------- Michael Rollings /s/ Raymond Wechsler Director - ---------------------------- Raymond Wechsler -----END PRIVACY-ENHANCED MESSAGE-----