View:
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NO. 0-10909
CUSIP NUMBER 219-269-107
(Check One):
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1996
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ]
Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]
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.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
N/A
- --------------------------------------------------------------------------------
Part I -- Registrant Information
Full Name of Registrant Corniche Group Incorporated
Former Name if Applicable Fidelity Medical, Inc.
Address of Principal Executive Office (Street and Number)
City, State and Zip Code
Wayne Interchange Plaza I
145 Route 46 West
Wayne, New Jersey 07974
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 Forms 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or 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
[ ] (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, 10-KSB, 11-K,
10-Q, 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)
The Company is not able to file its annual report on Form 10-K for the
period ended March 31, 1996 within the time period prescribed for such report
without unreasonable effort or expense.
As stated in its Quarterly Report on Form 10-Q for the period ended
December 30, 1995, the Company's Operating Subsidiaries, located in the United
Kingdom, were placed in receivership on or about February 7, 1996. The
Receivership required an extensive revision of the Company's financial
statements. The Receivership also caused financial pressures which have
adversely impacted on the Company's ability to prepare its reports. However,
the Company anticipates being able to complete the Form 10-K within 15 days.
Part IV -- Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Mr. James Fyfe (201) 785-3338
- --------------------------------------------------------------------------------
(Name) (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?
[x] Yes [ ] No
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.
The Company suffered a net loss of approximately $475,000 from
continuing operations in the year ended March 31, 1996, compared to a
net loss of $3.4 million in the year ended March 25, 1995. The Company has
had no business operations since the Receivership, which terminated its
wholesale and retail stationery business operations. The Company will recognize
an accounting gain from discontinued operations of approximately $2 million.
Further, due to the Receivership, the Company will restate its financial
statements.
Corniche Group Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 1, 1996 By:
Name: /s/ James Fyfe
James Fyfe
Title: Vice President
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.
- -------------------------------------ATTENTION----------------------------------
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001)
- --------------------------------------------------------------------------------
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
unde 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 matte 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 (232.201 or 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (232.13(b)
of this chapter.