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:
June 18, 2002
Corniche Group Incorporated
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(Exact name of registrant as specified in charter)
Delaware 0-10909 22-2343568
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
610 South Industrial Boulevard, Suite 220
Euless, Texas 76040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
817-283-4250
Not Applicable
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(Former Address, if changed since Last Report) (Zip Code)
Item 5. Other Events and Regulation FD Disclosure.
Corniche Group Incorporated, a Delaware corporation ("Corniche"),
StrandTek International, Inc., a Delaware corporation ("StrandTek"), certain of
StrandTek's principal shareholders, and certain individual lenders to StrandTek
have terminated the Stock Contribution Exchange Agreement and Supplemental
Disclosure Agreement entered into on January 7, 2002, as amended (collectively
referred to as the "Agreements"). Pursuant to the Agreements, Corniche would
have acquired StrandTek in a stock transaction whereby the participating
shareholders of and lenders to StrandTek would have acquired control of
Corniche.
The Agreements were terminated because certain closing conditions were
not satisfied. Pursuant to the terms of the Agreements, StrandTek is obligated
to repay to Corniche loans in the aggregate amount of $1,250,000, plus interest
from the date of their advance. Pursuant to letters exchanged between Corniche
and StrandTek incident to the termination, such loans are due to be repaid on or
prior to July 31, 2002.
Related to the termination of the Agreements, Corniche will rescind of
the notice of redemption of its Series A $0.07 Convertible Preferred Stock,
which had been made conditional on the closing of the StrandTek transaction. All
of the Series A Preferred Stock certificates tendered for redemption will be
returned to the holders of such shares.
Corniche will continue to seek new business opportunities to enhance
shareholder value.
Regulation FD. This report on Form 8-K is being filed for reasons other
than those that would require a filing under Regulation FD.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1. Press Release
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.
CORNICHE GROUP INCORPORATED
By: /s/James Fyfe
Name: James Fyfe
Title: Chairman
Dated: June 18, 2002
Exhibit 99.1 Press Release.
CORNICHE GROUP INCORPORATED ANNOUNCES THE TERMINATION OF THE
AGREEMENT TO ACQUIRE STRANDTEK INTERNATIONAL, INC.
Euless, TX, June 18, 2002. Corniche Group Incorporated (the "Corniche") (OTCBB:
CNGI) today announced that StrandTek International, Inc. and it have mutually
agreed to terminate the agreement entered into on January 7, 2002 and pursuant
to which Corniche would have acquired StrandTek in a stock transaction whereby
the principal shareholders of StrandTek would have acquired control of Corniche.
The agreement was terminated because certain of the conditions necessary to
closing the transaction were not satisfied.
In addition, Corniche announced the rescission of the notice of redemption of
its Series A $0.07 Convertible Preferred Stock, which had been made conditional
on the closing of the StrandTek transaction. All of the Series A Preferred Stock
certificates tendered for redemption will be returned to the holders of such
shares.
Corniche will continue to seek new business opportunities to enhance shareholder
value.
For further information please contact:
Paul L. Harrison or James Fyfe of Corniche Group Incorporated on 011 44 207 839
7005.