SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
June 3, 2003
CORNICHE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-10909 22-2343568
Commission File Number IRS Employer
Identification No.
330 South Service Road, Suite 120, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
631-574-4955
Registrant's Telephone Number
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Corniche Group Incorporated (the "Company") issued the press release
annexed hereto announcing the appointment of Dr. Wayne Marasco as a member of
the Board of Directors.
To secure Dr. Marasco's service as a director, the Company, pursuant to
its newly adopted 2003 Equity Participation Plan, the Company granted Dr.
Marasco the right and option, exercisable for 10 years, to purchase up to
300,000 shares of the Company's common stock at an exercise price of $0.05 per
share. In addition, in the event that the closing price of the Company's common
stock equals or exceeds $0.50 per share for any five (5) consecutive trading
days during his term as a director, the Company has agreed to grant to Dr.
Marasco an option for the purchase of an additional 100,000 shares of the
Company's common stock for an exercise price of $0.50 per share. Dr. Marasco has
agreed that he will not resell publicly any shares of the Company's common stock
obtained upon exercise of either of these options prior to the first anniversary
of the date of his election to the board.
The Company intends to call a meeting of stockholders on or about July 11,
2003 to, among other matters: (1) elect two directors (including Dr. Marasco)
and (2) to ratify the Company's 2003 Equity Participation Plan, including the
grant thereunder to Dr. Marasco.
* * * * *
This Report contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements represent management's judgment regarding future
events. Although management believes that the expectations reflected in such
statements are reasonable, they give no assurance that such expectations will
prove to be correct and you should be aware that actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors. These factors include the risk that the Company will be
unable to raise capital, to enter successfully or exploit opportunities in the
biotech or medical business, to have appropriate personnel, or the risks
inherent in any new business venture or those detailed in the Company's other
reports filed with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise the information contained in this
Report whether as a result of new information, future events or circumstances or
otherwise.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release
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.
CORNICHE GROUP INCORPORATED
By: /s/ Mark Weinreb
---------------------------------
Mark Weinreb
President
Dated: June 4, 2003
Exhibit 99.1
Corniche Group Appoints Dr. Wayne A. Marasco, Harvard Immunology Researcher
and Professor, to Its Board of Directors
MELVILLE, N.Y., June 5 /PRNewswire-FirstCall/ -- Corniche Group
Incorporated (OTC Bulletin Board: CNGI) today announced that Wayne A. Marasco,
Associate Professor in the Department of Cancer Immunology & AIDS at
Dana-Farber Cancer Institute and Associate Professor of Medicine in the
Department of Medicine, Harvard Medical School, has been elected to its board
of directors.
"We are delighted to announce the appointment of Wayne Marasco, a
distinguished scientist and leading expert in AIDS and cancer research, to our
board," said Mark Weinreb, Corniche's president and CEO. "Wayne has over 20
years experience in academic and immunological research and his knowledge and
expertise will be invaluable to Corniche in the development and implementation
of its new business strategy."
Dr. Marasco, M.D., Ph.D. is a board-certified physician specializing in
the treatment of immunocompromised (cancer, bone marrow and solid organ
transplants) and HIV-1 infected patients. Dr. Marasco is also the principal
investigator of several studies funded by the National Institutes of Health in
the areas of AIDS, gene therapy and therapeutic monoclonal antibody
development. The Marasco research laboratories are primarily focused on the
areas of antibody engineering and gene therapy for the treatment of
HIV-1-infection, Adult T-cell Leukemia and Breast Cancer.
In 1995, Dr. Marasco founded IntraImmune Therapies, Inc. (ITI) a gene
therapy and antibody engineering company. He served as the Chairman of the
Scientific Advisory Board (SAB) until the company was acquired by Abgenix in
2000. He has also served as a scientific advisor to several biotechnology
companies working in the field of antibody engineering, gene discovery and
gene therapy. He is the inventor on numerous issued and pending patents.
Dr. Marasco earned his B.A. in biology from Millersville State College,
his Ph.D. in immunology from the University of Connecticut, and his M.D. from
the University of Michigan Medical School. He received his postdoctoral
training at the University of Michigan Medical School, Harvard Medical School,
Brigham and Women's Hospital and the Dana-Farber Cancer Institute.
Corniche recently announced a strategic change in direction to focus on
building a business in the medical sector. Corniche will seek to exploit value
from assets and opportunities in the medical sector by acquiring or
participating in biotech and medical companies and technologies. Corniche will
focus on new technology developments and may participate in or acquire the
rights to new drugs and medical devices currently under development by smaller
independent Biotechnology companies, medical institutions and medical
researchers.
This release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements represent management's judgment regarding future
events. Although management believes that the expectations reflected in such
statements are reasonable, they give no assurance that such expectations will
prove to be correct and you should be aware that actual results could differ
materially from those contained in the forward-looking statements due to a
number of factors. Corniche undertakes no obligation to update or revise the
information contained in this release, whether as a result of new information,
future events or circumstances or otherwise.