SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE
OCTOBER 7, 1996].
For the fiscal year ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ________________
Commission file number: 0-10909
CORNICHE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 22-2343568
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
Wayne Interchange Plaza I
145 Route 46 West, Wayne, NJ 07974
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (201) 785-3338
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value
(title of class)
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
[Cover page 1 of 2]
[Page 1 of 12 pages]
$904,604 as of March 19, 1997
(Aggregate market value of the voting stock
held by non-affiliates of registrant)
2,412,278 shares, $.10 par value, as of March 19, 1997
(Indicate the number of shares outstanding of each of
the registrant's classes of common stock,
as of the latest practicable date)
DOCUMENTS INCORPORATED BY REFERENCE
Annual Reports on Forms 10-K of Registrant for the
years ended March 25, 1995 and September 30, 1994
Proxy Statement of Registrant
September 28, 1995 Annual Meeting of Stockholders
[Cover Page 2 of 2 pages]
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
Financial Statements
The financial statements filed as a part of this report are as
follows:
Report of independent accountants
Balance Sheets - March 31, 1996 and March 25, 1995
Statements of Operations - Years ended March 31, 1996,
March 25, 1995 and March 27, 1994
Statement of Changes in Stockholders' (Deficiency)/Equity -
Years ended March 31, 1996, March 25, 1995 and March 27, 1994
Statements of Cash Flows - Years ended March 31, 1996,
March 25, 1995 and March 27, 1994
Notes to consolidated financial statements
Financial Statement Schedules
The financial statement schedule filed as a part of this report
is as follows:
Valuation and Qualifying Accounts for the years ended March 31,
1996, March 25, 1995 and March 27, 1994.
Other financial statement schedules have been omitted for the
reason that they are not required or are not applicable, or the required
information is shown in the financial statements or notes thereto.
Exhibits
The exhibits filed as a part of this report are as follows:
Exhibit No. as filed
with registration statement
or report specified below
----------------------------
3 (a) Certificate of Incorporation filed September 18, 1980 (1) 3
(b) Amendment to Certificate of Incorporation filed
September 29, 1980 (1) 3
(c) Amendment to Certificate of Incorporation filed
July 28, 1983 (2) 3(b)
(d) Amendment to Certificate of Incorporation filed
February 10, 1984 (2) 3(d)
(e) Amendment to Certificate of Incorporation filed
March 31, 1986 (3) 3(e)
3
(f) Amendment to Certificate of Incorporation filed
March 23, 1987 (4) 3(g)
(g) Amendment to Certificate of Incorporation filed
June 12, 1990 (5) 3.8
(h) Amendment to Certificate of Incorporation filed
September 27, 1991 (6) 3.9
(i) Certificate of Designation filed November 12, 1984 (7) 3.8
(j) Amendment to Certificate of Incorporation filed
September 28, 1995 *
(k) By-laws of the Registrant, as amended on
December 22, 1983(2) 3(c)
(l) By-laws of the Registrant, as amended on
December 5, 1985(3) 3(f)
(m) By-laws of the Registrant, as amended on
April 25, 1991(6) 3.10
4 (a) Form of Underwriter's Warrant (6) 4.9.1
(b) Form of Promissory Note - 1996 Offering *
(c) Form of Promissory Note - 1997 Offering *
(d) Form of Common Stock Purchase Warrant - 1996 Offering *
(e) Form of Common Stock Purchase Warrant - 1997 Offering *
10 (a) Form of Financial Advisory Agreement between
Registrant and Commonwealth Associates (6) 10.13
(b) Underwriting Agreement among Registrant,
Commonwealth Associates and Selling Stockholders,
dated November 15, 1991 (8) 10.14
(c) 1986 Stock Option Plan, as amended (7) 10.6
(d) 1992 Stock Option Plan (9) B
(e) Novation Agreement relating to a Share Sale and Purchase
Agreement dated April 24, 1994 among Brian John
Baylis, Susan Ann Meadows Crisp and Fidelity
Medical, Inc. dated March 2, 1995 (10) 2(a)
(f) Supplemental Agreement relating to a Share Sale and
Purchase Agreement dated April 24, 1994 among
Brian John Baylis, Susan Ann Meadows Crisp and
Fidelity Medical, Inc. dated March 2, 1995 (10) 2(b)
(g) Agreement for sale and purchase of the entire issued
share capital of Corniche Distribution Limited among
Brian John Baylis, Susan Ann Meadows Crisp and
Fidelity Medical, Inc. dated March 2, 1995 (10) 2(c)
(h) Letter of Agreement between Fidelity Medical, Inc. and
NWCM Limited dated as of March 6, 1995 (10) 2(d)
(i) Supplemental Agreement with respect to Options
dated March 2, 1995 (10) 9(b)
(j) Stock Purchase Agreement dated as of March 25, 1995
by and between Fidelity Medical, Inc. and Chester
Holdings, Ltd (11) 2(a)
(k) Promissory Note and Option Agreement dated as of
March 25, 1995 from Chester Holdings, Ltd. to
Fidelity Medical, Inc. (11) 2(b)
4
(l) Form of Warrant of Fidelity Medical, Inc. to be issued
to employees of Fidelity Medical, Inc., a New Jersey
corporation, in replacement of stock options (11) 2(c)
(m) Stock Purchase Agreement dated as of January 30, 1997
by and among Registrant, the Bank of Scotland and 12 Buyers *
(n) Mutual Release dated as of January 30, 1997 by and among
Registrant, James Fyfe and the Bank of Scotland *
16 (a) Letter of Mahoney Cohen & Company, CPA, PC
regarding their concurrence with the statements made
by Registrant concerning their resignation as Registrant's
principal accountant *
99 (a) Opinion Letter of Smithsons Solicitors dated March 7, 1997
regarding the status of Registrant's former subsidiaries
as the result of the February 1996 receivership proceedings. *
99 (b) Letter of James J. Fyfe regarding unavailablity of re-signed
audit reports from Coopers & Lybrand LLP *
99 (c) Letter of Mahoney Cohen Rashba & Pokart, CPA, PC regarding their
inability to re-sign their July 25, 1995 audit report *
* Filed herewith
---------------------
Notes:
(1) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-18, File No. 2-69627, which exhibit is
incorporated herein by reference.
(2) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-2, File No. 2-88712, which exhibit is
incorporated herein by reference.
(3) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-2, File No. 33-4458, which exhibit is
incorporated herein by reference.
(4) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the annual report of Registrant
on Form 10-K for the year ended September 30, 1987, which exhibit
is incorporated herein by reference.
(5) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-3, File No. 33-42287, which exhibit is
incorporated herein by reference.
(6) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-1, File No. 33-42154, which exhibit is
incorporated herein by reference.
5
(7) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the annual report of Registrant
on Form 10-K for the year ended September 30, 1994, which exhibit
is incorporated herein by reference.
(8) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the annual report of Registrant
on Form 10-K for the year ended September 30, 1991, which exhibit
is incorporated herein by reference.
(9) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the proxy statement of Registrant
dated March 30, 1992, which exhibit is incorporated herein by
reference.
(10) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the current report of Registrant
on Form 8-K, dated March 2, 1995, which exhibit is incorporated
herein by reference.
(11) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the current report of Registrant
on Form 8-K, dated April 5, 1995, which exhibit is incorporated
herein by reference.
Reports on Form 8-K
No reports on Form 8-K have been filed by Registrant during the last
quarter of the period covered by this report other than Registrant's
Report on Form 8-K dated February 7, 1996 reporting on Item 3,
Bankruptcy or Receivership, and relating to the appointment of a
receiver for Registrant's operating subsidiaries, Chessbourne and TSCL.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
CORNICHE GROUP INCORPORATED
By /s/ James J. Fyfe
JAMES J. FYFE, Vice President
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the following
persons on behalf of Registrant and in the capacities and on the dates
indicated:
Signatures Title Date
Principal Executive Officer:
/s/ James J. Fyfe Vice President June 13, 1997
JAMES J. FYFE
Principal Financial and
Accounting Officer:
/s/ James J. Fyfe Vice President June 13, 1997
JAMES J. FYFE
A Majority of the board of directors:
/s/ James J. Fyfe June 13, 1997
JAMES J. FYFE
7
EXHIBITS
CORNICHE GROUP INCORPORATED
FORM 10-K
Exhibit Index
The exhibits indicated below as having heretofore been filed with
another document with the Securities and Exchange Commission are
incorporated herein by reference.
Exhibit No. as filed
with registration
statement or report
specified below Page No.
-------------------- --------
3 (a) Certificate of Incorporation filed September 18, 1980 (1) 3
(b) Amendment to Certificate of Incorporation filed
September 29, 1980 (1) 3
(c) Amendment to Certificate of Incorporation filed
July 28, 1983 (2) 3(b)
(d) Amendment to Certificate of Incorporation filed
February 10, 1984 (2) 3(d)
(e) Amendment to Certificate of Incorporation filed
March 31, 1986 (3) 3(e)
(f) Amendment to Certificate of Incorporation filed
March 23, 1987 (4) 3(g)
(g) Amendment to Certificate of Incorporation filed
June 12, 1990 (5) 3.8
(h) Amendment to Certificate of Incorporation filed
September 27, 1991 (6) 3.9
(i) Certificate of Designation filed November 12, 1984 (7) 3.8
(j) Amendment to Certificate of Incorporation filed
September 28, 1995 * 62
(k) By-laws of the Registrant, as amended on
December 22, 1983(2) 3(c)
(l) By-laws of the Registrant, as amended on
December 5, 1985(3) 3(f)
(m) By-laws of the Registrant, as amended on
April 25, 1991(6) 3.10
4 (a) Form of Underwriter's Warrant (6) 4.9
(b) Form of Promissory Note - 1996 Offering * 69
(c) Form of Promissory Note - 1997 Offering * 76
(d) Form of Common Stock Purchase Warrant - 1996 Offering * 83
(e) Form of Common Stock Purchase Warrant - 1997 Offering * 88
8
10 (a) Form of Financial Advisory Agreement between
Registrant and Commonwealth Associates (6) 10.13
(b) Underwriting Agreement among Registrant,
Commonwealth Associates and Selling Stockholders,
dated November 15, 1991 (8) 10.14
(c) 1986 Stock Option Plan, as amended (7) 10.6
(d) 1992 Stock Option Plan (9) B
(e) Novation Agreement relating to a Share Sale and Purchase
Agreement dated April 24, 1994 among Brian John
Baylis, Susan Ann Meadows Crisp and Fidelity
Medical, Inc. dated March 2, 1995 (10) 2(a)
(f) Supplemental Agreement relating to a Share Sale and
Purchase Agreement dated April 24, 1994 among
Brian John Baylis, Susan Ann Meadows Crisp and
Fidelity Medical, Inc. dated March 2, 1995 (10) 2(b)
(g) Agreement for sale and purchase of the entire issued
share capital of Corniche Distribution Limited among
Brian John Baylis, Susan Ann Meadows Crisp and
Fidelity Medical, Inc. dated March 2, 1995 (10) 2(c)
(h) Letter of Agreement between Fidelity Medical, Inc. and
NWCM Limited dated as of March 6, 1995 (10) 2(d)
(i) Supplemental Agreement with respect to Options
dated March 2, 1995 (10) 9(b)
(j) Stock Purchase Agreement dated as of March 25, 1995
by and between Fidelity Medical, Inc. and Chester
Holdings, Ltd (11) 2(a)
(k) Promissory Note and Option Agreement dated as of
March 25, 1995 from Chester Holdings, Ltd. to
Fidelity Medical, Inc. (11) 2(b)
(l) Form of Warrant of Fidelity Medical, Inc. to be issued
to employees of Fidelity Medical, Inc., a New Jersey
corporation, in replacement of stock options (11) 2(c)
(m) Stock Purchase Agreement dated as of January 30, 1997
by and among Registrant, the Bank of Scotland and 12 Buyers * 93
(n) Mutual Release dated as of January 30, 1997 by and among
Registrant, James Fyfe and the Bank of Scotland * 115
16 (a) Letter of Mahoney Cohen & Company, CPA, PC
regarding their concurrence with the statements made
by Registrant concerning their resignation as Registrant's
principal accountant * 12
99 (a) Opinion Letter of Smithsons Solicitors dated March 7, 1997
regarding the status of Registrant's former subsidiaries
as the result of the February 1996 receivership proceedings. * 118
99 (b) Letter of James J. Fyfe regarding unavailablity of re-signed
audit reports from Coopers & Lybrand LLP * 205
99 (c) Letter of Mahoney Cohen Rashba & Pokart, CPA, PC regarding their
inability to re-sign their July 25, 1995 audit report * 208
* Filed herewith
9
Notes:
(1) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-18, File No. 2-69627, which exhibit is
incorporated herein by reference.
(2) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-2, File No. 2-88712, which exhibit is
incorporated herein by reference.
(3) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-2, File No. 33-4458, which exhibit is
incorporated herein by reference.
(4) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the annual report of Registrant on
Form 10-K for the year ended September 30, 1987, which exhibit is
incorporated herein by reference.
(5) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-3, File No. 33-42287, which exhibit is
incorporated herein by reference.
(6) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the registration statement of
Registrant on Form S-1, File No. 33-42154, which exhibit is
incorporated herein by reference.
(7) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the annual report of Registrant on
Form 10-K for the year ended September 30, 1994, which exhibit is
incorporated herein by reference.
(8) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the annual report of Registrant on
Form 10-K for the year ended September 30, 1991, which exhibit is
incorporated herein by reference.
(9) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the proxy statement of Registrant
dated March 30, 1992, which exhibit is incorporated herein by
reference.
(10) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the current report of Registrant
on Form 8-K, dated March 2, 1995, which exhibit is incorporated
herein by reference.
(11) Filed with the Securities and Exchange Commission as an exhibit,
numbered as indicated above, to the current report of Registrant
on Form 8-K, dated April 5, 1995, which exhibit is incorporated
herein by reference.
10
EXHIBIT 16(a)
11
MAHONEY COHEN & COMPANY, CPA, P.C.
June 13, 1997
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We were previously the independent accountants for Corniche Group
Incorporated (formerly Fidelity Medical, Inc.) and on July 25, 1995,
we reported on the consolidated financial statements of Corniche Group
Incorporated and subsidiary as of and for the year ended March 25, 1995.
On April 17, 1997 our relationship as independent accountants was
terminated with Corniche Group Incorporated.
We have read Corniche Group Incorporated's statements included under
Item 9 of its Form I0-K for the year ended March 31, 1996, and we agree
with such statements.
/s/ Mahoney Cohen & Company, CPA, P.C.
MAHONEY COHEN & COMPANY, CPA, P.C.
I:\23250\WP\SEC.2
111 WEST 40TH STREET NEW YORK, NY10018 TEL 212 790-5700
FAX 212 398-0267 E-MAIL MCCPAS@WORLDNET.ATT.NET
lNDEPENDENT MEMBERS OF BKR INTERNATIONAL
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