U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Notification of Late Filing
SEC File Number 0-10909
CUSIP Number 219-269-107
(Check One)
|_| Form 10-K and Form 10-KSB
|_| Form 20-F
|_| Form 11-K
|X| Form 10-Q and Form 10-QSB
|_| Form N-SAR
For Period Ended: March 31, 2002
|_| Transition Report on Form 10-K and Form 10-KSB
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q and Form 10-QSB
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ____________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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PART I - REGISTRANT INFORMATION
Full Name of Registrant Corniche Group Incorporated
Former Name if Applicable N/A
Address of Principal Executive Office (Street and Number) 103 Lark Lane
Euless, TEXAS 76040
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on
or before the 15th calendar day following the prescribed due date; or the
subject quarterly report of transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K and Form
10-KSB, 20-F, 11-K, 10-Q, and Form 10-QSB, N-SAR, or the transition report, or
portion thereof, could not be filed within the prescribed time period. (Attach
extra sheets if needed).
Corniche Group Incorporated (the "Company" or "Corniche") is not able to
file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 (the
Form 10-Q) within the time period prescribed for such report without
unreasonable effort or expense.
As previously reported, the Company had entered into a Stock Contribution
Exchange Agreement on January 7, 2002, modified effective February 11, 2002,
pursuant to which control of Corniche would have passed to the principal
shareholders of StrandTek International, Inc. ("StrandTek"). A closing of the
transaction with StrandTek did not occur on March 15, 2002, as contemplated by
the Agreement but the Agreement has not been terminated. Since that date,
StrandTek and Corniche have engaged in discussions regarding further
modifications and amendments to the Agreements and a further extension of the
closing date. As a part of the discussions of many potential adjustments,
Corniche, StrandTek and the participating StrandTek shareholders have discussed
a material reduction in the amount of unencumbered cash, after the payment of
all liabilities, required to be possessed by Corniche as a condition of the
closing, a material reduction in the initial conversion price of the shares of
Series C 7% Convertible Preferred Stock contemplated to be received by certain
of the participating StrandTek noteholders (from $1.00 per share to $.57 per
share), and minor adjustments in the percentages of shares of Corniche Common
and Preferred Stock to be received by the participating StrandTek investors
compared to percentages to be held by others at any closing. A draft of a Second
Amendment and Waiver to Stock Contribution Exchange Agreement was prepared (but
not yet executed) reflecting various amendments discussed, and anticipated a
closing date of May 8, 2002. Notwithstanding the contemplated closing date a
closing has still not occurred, but the parties continue to work towards such a
closing.
The Company is still in discussions with StrandTek and is continuing to
attempt to close the transaction contemplated in the Agreement as it may be
modified and amended by the parties, although no assurances can be given that a
closing will occur. In light of the foregoing, however, the Company was diverted
from preparing its Form 10-Q for the quarter and did not timely arrange for
accountant review. The Company anticipates filing its Form 10-Q within the next
five calendar days.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
James Fyfe, Chairman (817) 358-1121
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(Name and Title) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Sections 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes No [ ]
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes No [X]
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Corniche Group Incorporated
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
CORNICHE GROUP INCORPORATED
Date: May 15, 2002 By: /s/James Fyfe
Name: James Fyfe
Title: Chairman
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202) of this chapter or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
Travis Wolff
Advisors & Accountants
5580 LBJ Freeway
Suite 400
Dallas, TX 75240-6265
972.661-1843 tel
972.490-4120 fax
www.traviswolff.com
May 15, 2002
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Re: Corniche Group Incorporated
SEC File Number 0-10909
CUSIP Number 219-269-107
Dear Sir or Madam:
The Company's books and records have not been made available to us in time to
complete our review of their financial statements for filing by May 15, 2002. We
have been informed that the delay is due to the anticipation that their
transaction with StrandTek International, Inc. would be completed before this
quarterly filing was due.
We expect to have all of the necessary information within the few days we will
complete our review in time for filing on or before May 20, 2002.
/s/Travis Wolff