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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
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):
February 7, 1996
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.
Wayne Interchange Plaza I, 145 Route 46 West, 07470
Third Floor, Wayne, New Jersey
(Address of principal executive offices) (Zip Code)
201-785-3338
________________________
Registrant's Telephone Number
Fidelity Medical, Inc.
___________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 3. Bankruptcy or Receivership.
A receivership proceeding involving the operating subsidiaries of Corniche
Group Incorporated ("Corniche" or the "Company") was commenced on February
7,1996. The Company has been unsuccessful in its previously announced
efforts to convert a significant portion of its bank debt to equity.
Additionally, the Company has not achieved an interim financing to address
the liquidity problems of its UK stationery wholesale, and retail
businesses. As a result receivers have been appointed for the Company's UK
operating subsidiaries-Chessbourne Limited and The Stationery Company Ltd.-
by their primary bankers and secured lender, the Bank of Scotland, on or
about February 7, 1996, and it is anticipated that its UK holding company-
Corniche Distribution Limited-will be placed in receivership on February
12, 1996. The receiverships will result in the loss of all of the
Company's operations.
Notwithstanding the loss, the Company intends to continue in the retail
stationery business by attempting to consummate an acquisition in the UK.
In October 1995 the Company announced that it had reached agreement in
principal to acquire a major stationery retailer in the UK subject to
financing, due diligence and final documentation. Due diligence is now
largely complete and the Company has signed legally binding heads of terms
for an acquisition, subject only to financing and more complete
documentation. The Company believes that the acquisition target has
achieved good profit and revenue growth in recent years and now trades from
nearly 100 retail outlets throughout the UK, making it that country's
largest specialist stationery retailer. Such retail outlets now include
certain of the former outlets of the Company, which were acquired by the
acquisition target from the subsidiary's receiver on or about February 8,
1996.
The receivership not only removes all of the Company's operating assets
from the Company, but also eliminates most liabilities (including over $5
million in bank debt) which exceeded the Company's assets by approximately
$5.8 million at December 30, 1995. This significantly reduces the
Company's stockholder equity deficiency to approximately $400,000.
While no assurances can be given that the Company will be able to raise the
necessary financing or otherwise complete the proposed acquisition,
management believes (based on continuing discussion with proposed
investment bankers for the transaction) that this reduction in liabilities
will assist in negotiating the financing required to complete the proposed
acquisition.
In a related transaction, Brian Baylis and Susan Crisp, the chief executive
officer and chief financial officer of the Company, who collectively own
approximately 45% of the Company's common stock, have agreed to pledge
their Corniche shares as collateral against the shortfall which will be
incurred by the Bank of Scotland in the receivership proceeding.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
It is impractical to provide any proforma financial information
required pursuant to Article II of Regulation S-X at this time. Such
reports will be filed as soon as available and in any event within 60 days
of the date of this report.
(c) Exhibits.
None.
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/ James Fyfe
________________________________
James Fyfe
Vice President and
Chief Operating Officer
Dated: February 12, 1996