Security Capital Assurance Ltd - Current report filing (8-K)
09 May 2008 - 8:07PM
Edgar (US Regulatory)
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
May 9, 2008
Date of Earliest Event Reported (May 6, 2008)
SECURITY CAPITAL ASSURANCE LTD
(Exact name of registrant as specified in its charter)
Bermuda
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001-32950
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Not Applicable
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(Jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S Employer Identification
No.)
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A.S. Cooper Building
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26 Reid Street
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Hamilton HM11, Bermuda
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(Address of principal executive
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offices, including zip code)
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(441) 279-7450
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(Registrants telephone number,
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including area code)
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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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02
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Departure of Directors of Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of
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Certain Officers.
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On May 6, 2008, Security Capital Assurance Ltd (SCA) approved a cash payment of $125,000 to its Chief Executive Officer, Paul S. Giordano, based on his performance during the first
quarter of 2008. This special payment will be made to Mr. Giordano as soon as practicable after May 6, 2008.
In addition, on May 8, 2008,
SCA and Mr. Giordano executed an amended and restated employment agreement. The
amended and restated employment agreement, which is attached hereto as Exhibit
10.1, was entered into primarily to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and related final regulations.
Item 9.01
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Exhibits
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Exhibit 10.1
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Amended and Restated Employment Agreement, dated as of May 8, 2008,
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by and between SCA and Paul S. Giordano.
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2
SIGNATURES
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.
Dated May 8, 2008
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Security Capital Assurance Ltd
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By:
/s/ Susan Comparato
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Name: Susan Comparato
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Title:
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Senior Vice President
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and General Counsel
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3
EXHIBIT INDEX
EXHIBIT
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DESCRIPTION
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10.1
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Amended and Restated Employment Agreement, dated as
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of May 8, 2008, by and between SCA and Paul S.
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Giordano.
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4
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