-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1WW83/mY4apWHhsH3+bxsiIxcLU6ECRxXeS1jWnyHl3KwB9Gd1ZiKlCwphh02oS urBvA5F7x458MZ3xvHEVhg== 0000891092-03-001260.txt : 20030605 0000891092-03-001260.hdr.sgml : 20030605 20030605105507 ACCESSION NUMBER: 0000891092-03-001260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030603 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNICHE GROUP INC /DE CENTRAL INDEX KEY: 0000320017 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE CARRIERS, NEC [6399] IRS NUMBER: 222343568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10909 FILM NUMBER: 03733440 BUSINESS ADDRESS: STREET 1: 610 SOUTH INDUSTRIAL BLVD STE 220 CITY: EULESS STATE: TX ZIP: 76040 BUSINESS PHONE: 8172834250 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL INC DATE OF NAME CHANGE: 19951025 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL SERVICES INC DATE OF NAME CHANGE: 19830825 8-K 1 e14988_8k.txt FORM 8-K 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): June 3, 2003 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. 330 South Service Road, Suite 120, Melville, New York 11747 (Address of principal executive offices) (Zip Code) 631-574-4955 Registrant's Telephone Number ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Corniche Group Incorporated (the "Company") issued the press release annexed hereto announcing the appointment of Dr. Wayne Marasco as a member of the Board of Directors. To secure Dr. Marasco's service as a director, the Company, pursuant to its newly adopted 2003 Equity Participation Plan, the Company granted Dr. Marasco the right and option, exercisable for 10 years, to purchase up to 300,000 shares of the Company's common stock at an exercise price of $0.05 per share. In addition, in the event that the closing price of the Company's common stock equals or exceeds $0.50 per share for any five (5) consecutive trading days during his term as a director, the Company has agreed to grant to Dr. Marasco an option for the purchase of an additional 100,000 shares of the Company's common stock for an exercise price of $0.50 per share. Dr. Marasco has agreed that he will not resell publicly any shares of the Company's common stock obtained upon exercise of either of these options prior to the first anniversary of the date of his election to the board. The Company intends to call a meeting of stockholders on or about July 11, 2003 to, among other matters: (1) elect two directors (including Dr. Marasco) and (2) to ratify the Company's 2003 Equity Participation Plan, including the grant thereunder to Dr. Marasco. * * * * * This Report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management's judgment regarding future events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements due to a number of factors. These factors include the risk that the Company will be unable to raise capital, to enter successfully or exploit opportunities in the biotech or medical business, to have appropriate personnel, or the risks inherent in any new business venture or those detailed in the Company's other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise the information contained in this Report whether as a result of new information, future events or circumstances or otherwise. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press Release 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/ Mark Weinreb --------------------------------- Mark Weinreb President Dated: June 4, 2003 EX-99.1 3 e14988ex99-1.txt PRESS RELEASE Exhibit 99.1 Corniche Group Appoints Dr. Wayne A. Marasco, Harvard Immunology Researcher and Professor, to Its Board of Directors MELVILLE, N.Y., June 5 /PRNewswire-FirstCall/ -- Corniche Group Incorporated (OTC Bulletin Board: CNGI) today announced that Wayne A. Marasco, Associate Professor in the Department of Cancer Immunology & AIDS at Dana-Farber Cancer Institute and Associate Professor of Medicine in the Department of Medicine, Harvard Medical School, has been elected to its board of directors. "We are delighted to announce the appointment of Wayne Marasco, a distinguished scientist and leading expert in AIDS and cancer research, to our board," said Mark Weinreb, Corniche's president and CEO. "Wayne has over 20 years experience in academic and immunological research and his knowledge and expertise will be invaluable to Corniche in the development and implementation of its new business strategy." Dr. Marasco, M.D., Ph.D. is a board-certified physician specializing in the treatment of immunocompromised (cancer, bone marrow and solid organ transplants) and HIV-1 infected patients. Dr. Marasco is also the principal investigator of several studies funded by the National Institutes of Health in the areas of AIDS, gene therapy and therapeutic monoclonal antibody development. The Marasco research laboratories are primarily focused on the areas of antibody engineering and gene therapy for the treatment of HIV-1-infection, Adult T-cell Leukemia and Breast Cancer. In 1995, Dr. Marasco founded IntraImmune Therapies, Inc. (ITI) a gene therapy and antibody engineering company. He served as the Chairman of the Scientific Advisory Board (SAB) until the company was acquired by Abgenix in 2000. He has also served as a scientific advisor to several biotechnology companies working in the field of antibody engineering, gene discovery and gene therapy. He is the inventor on numerous issued and pending patents. Dr. Marasco earned his B.A. in biology from Millersville State College, his Ph.D. in immunology from the University of Connecticut, and his M.D. from the University of Michigan Medical School. He received his postdoctoral training at the University of Michigan Medical School, Harvard Medical School, Brigham and Women's Hospital and the Dana-Farber Cancer Institute. Corniche recently announced a strategic change in direction to focus on building a business in the medical sector. Corniche will seek to exploit value from assets and opportunities in the medical sector by acquiring or participating in biotech and medical companies and technologies. Corniche will focus on new technology developments and may participate in or acquire the rights to new drugs and medical devices currently under development by smaller independent Biotechnology companies, medical institutions and medical researchers. This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent management's judgment regarding future events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct and you should be aware that actual results could differ materially from those contained in the forward-looking statements due to a number of factors. Corniche undertakes no obligation to update or revise the information contained in this release, whether as a result of new information, future events or circumstances or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----