1 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 May 7,2001 Corniche Group Incorporated (Exact name of registrant as specified in its charter) Delaware 0-10909 22-2343568 (State of other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 610 South Industrial Boulevard, Suite 220 Euless, Texas 76040 (Address of Principal executive offices) (Zip Code) Registrant's telephone number, including area code: 817-283-4250
2 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On May 7, 2001, the Company terminated the appointment of Weinick Sanders Leventhal & Co., LLP ("Weinick") as independent auditors. The reports of Weinick on the financial statements of the Company for the prior two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company's Audit Committee and its Board of Directors participated in and approved the decision to terminate Weinick as independent auditors. In connection with its audits for the prior two fiscal years and through May 7, 2001, there were no disagreements with Weinick on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Weinick, would have caused Weinick to make reference thereto in its report on the financial statements for such years. During the prior two fiscal years and through May 7, 2001, there have been no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K. The Company simultaneously engaged Travis, Wolff & Company, LLP ("TravisWolff") as its new independent accountants as of May 7, 2001. Such appointment was approved by the Company's Audit Committee and its Board of Directors. During the two most recent fiscal years and through May 7, 2001, the Company has not consulted with Travis regarding any matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. The Company has requested Weinick to furnish it a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated May 9, 2001, is filed as Exhibit A to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Exhibits A - Weinick Sanders Leventhal & Co, LLP letter dated May 9, 2001.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized. Dated: May 7, 2001 CORNICHE GROUP INCORPORATED By: /s/ John L. King -------------------------------- John L. King, Vice President and Chief Financial Officer
4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- A Weinick Sanders Leventhal & Co, LLP letter dated May 9, 2001.
1 EXHIBIT A May 9, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Corniche Group Incorporated - Change in Accountants Ladies and Gentlemen: We have reviewed the comments in Item 4 of Form 8-K of Corniche Group Incorporated dated May 7, 2001 relating to the Company's change in accountants. This letter is to confirm that we agree with the statements contained therein as to the termination of the client-auditor relationship between Corniche Group Incorporated and Weinick Sanders Leventhal & Co., LLP. /s/ WEINICK SANDERS LEVENTHAL & CO., LLP