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):
July 24, 2003
CORNICHE GROUP INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-10909 22-2343568
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Commission File Number IRS Employer
Identification No.
330 SOUTH SERVICE ROAD, SUITE 120, MELVILLE, NEW YORK 11747
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(Address of principal executive offices) (Zip Code)
631-574-4955
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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 change of the Company's name to "Phase III
Medical, Inc." The name change became effective upon the filing of the
Certificate of Amendment of Certificate of Incorporation of the Company annexed
hereto on July 24, 2003.
* * * * *
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 3.1 Certificate of Amendment of Certificate of Incorporation
Exhibit 99.1 Press Release
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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.
CORNICHE GROUP INCORPORATED
By: /s/ Mark Weinreb
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Mark Weinreb
President
Dated: July 24, 2003
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CORNICHE GROUP INCORPORATED
(Under Section 242 of the General Corporation Law)
The undersigned, being the President and Secretary of Corniche Group
Incorporated, a corporation organized and existing under the laws of the State
of Delaware (the "Corporation"), do hereby amend and certify as follows:
1. The name of the Corporation is Corniche Group Incorporated.
2. The Certificate of Incorporation of the Corporation is hereby amended
to effect the following amendments which were set forth in a resolution adopted
by the board of directors and adopted by the holders of a majority of the
outstanding shares of common stock of the Corporation entitled to vote thereon,
in accordance with the provisions of Section 242 of the Delaware General
Corporation Law: (a) to change the name of the Corporation and (b) to increase
the number of authorized shares of Common Stock.
3. To accomplish the first of the foregoing amendments, Article First of
the Certificate of Incorporation is hereby amended to change the name of the
corporation as follows: "The name of the Corporation is PHASE III MEDICAL INC."
4. To accomplish the second of the foregoing amendments, the first
paragraph of Article Fourth of the Certificate of Incorporation, as amended, is
restated in its entirety as follows :
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is TWO HUNDRED FIFTY FIVE MILLION (255,000,000) shares
consisting of (i) Two Hundred Fifty Million (250,000,000) shares of Common Stock
of the par value of $.001 per share and (ii) Five Million (5,000,000) shares of
Preferred Stock of the par value of $.01 per share.
IN WITNESS WHEREOF, the undersigned being a duly elected officer of the
Corporation, has executed this Certificate of Amendment and affirms the
statements herein contained on this 24th day of July, 2003.
CORNICHE GROUP INCORPORATED
By: /s/ Mark Weinreb
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Mark Weinreb, President and Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE
Corniche Group Announces
Name Change to PHASE III MEDICAL, INC.
Melville, NY, June 24, 2003. Corniche Group Incorporated (OTCBB: CNGI) today
announced the results of its Annual Meeting of Shareholders. The shareholders
approved its change of the Corporation's name to "Phase III Medical, Inc." The
Company believes that Phase III Medical, Inc. is an appropriate name in light of
the new nature of its business. The Company has been focusing on entering the
medical sector by acquiring or participating in one or more biotech and/or
medical companies or technologies, owning one or more drugs or medical devices,
or acquiring rights to one or more of such drugs or medical devices or the
royalties therefrom. It would not be necessary for stockholders to surrender
their present Corniche Group stock certificates as a result of the name change.
The Company has applied to NASDAQ for a new stock symbol.
In addition, the Company's shareholders elected two directors: Mark Weinreb, the
current President and Chief Executive Officer of the Company and Dr. Wayne A.
Marasco, an Associate Professor in the Department of Cancer and Immunology and
Aids at the Dana-Farber Cancer Institute and Associate Professor of Medicine in
the Department of Medicine, Harvard Medical School. The shareholders also
approved an increase in the number of authorized shares of the Company's common
stock and adoption of the Company's 2003 Equity Participation Plan.
* * * * *
This Release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995, such
as the Company's ability to enter the medical sector or acquire any companies or
technologies. Forward-looking statements represent management's judgment
regarding future events. Although management believes that the expectations
reflected in such statements are reasonable, it gives 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 risks detailed
in the Company's Annual Report on Form 10-K for the year ended December 31, 2002
and other reports filed with the Securities and Exchange Commission.
For further information please contact:
Mark Weinreb, CEO at 631.574.4955