-----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, WXEaDe16tbvsjgVwFYKC1m8W8wnbg7aXnhaeTYUCcWIf4MBSYZsljdsOYXGKwBxi Rzi52FyS89QMiAqy6i2veg== 0000891092-03-001752.txt : 20030728 0000891092-03-001752.hdr.sgml : 20030728 20030728161433 ACCESSION NUMBER: 0000891092-03-001752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030724 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030728 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: 03806268 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 e15318_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): July 24, 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 change of the Company's name to "Phase III Medical, Inc." The name change became effective upon the filing of the Certificate of Amendment of Certificate of Incorporation of the Company annexed hereto on July 24, 2003. * * * * * 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 3.1 Certificate of Amendment of Certificate of Incorporation Exhibit 99.1 Press Release -2- 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: July 24, 2003 -3- EX-3.1 3 e15318ex3_1.txt CERTIFICATE OF AMENDMENT Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CORNICHE GROUP INCORPORATED (Under Section 242 of the General Corporation Law) The undersigned, being the President and Secretary of Corniche Group Incorporated, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), do hereby amend and certify as follows: 1. The name of the Corporation is Corniche Group Incorporated. 2. The Certificate of Incorporation of the Corporation is hereby amended to effect the following amendments which were set forth in a resolution adopted by the board of directors and adopted by the holders of a majority of the outstanding shares of common stock of the Corporation entitled to vote thereon, in accordance with the provisions of Section 242 of the Delaware General Corporation Law: (a) to change the name of the Corporation and (b) to increase the number of authorized shares of Common Stock. 3. To accomplish the first of the foregoing amendments, Article First of the Certificate of Incorporation is hereby amended to change the name of the corporation as follows: "The name of the Corporation is PHASE III MEDICAL INC." 4. To accomplish the second of the foregoing amendments, the first paragraph of Article Fourth of the Certificate of Incorporation, as amended, is restated in its entirety as follows : FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is TWO HUNDRED FIFTY FIVE MILLION (255,000,000) shares consisting of (i) Two Hundred Fifty Million (250,000,000) shares of Common Stock of the par value of $.001 per share and (ii) Five Million (5,000,000) shares of Preferred Stock of the par value of $.01 per share. IN WITNESS WHEREOF, the undersigned being a duly elected officer of the Corporation, has executed this Certificate of Amendment and affirms the statements herein contained on this 24th day of July, 2003. CORNICHE GROUP INCORPORATED By: /s/ Mark Weinreb ------------------------------------- Mark Weinreb, President and Secretary EX-99.1 4 e15318ex99_1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE Corniche Group Announces Name Change to PHASE III MEDICAL, INC. Melville, NY, June 24, 2003. Corniche Group Incorporated (OTCBB: CNGI) today announced the results of its Annual Meeting of Shareholders. The shareholders approved its change of the Corporation's name to "Phase III Medical, Inc." The Company believes that Phase III Medical, Inc. is an appropriate name in light of the new nature of its business. The Company has been focusing on entering the medical sector by acquiring or participating in one or more biotech and/or medical companies or technologies, owning one or more drugs or medical devices, or acquiring rights to one or more of such drugs or medical devices or the royalties therefrom. It would not be necessary for stockholders to surrender their present Corniche Group stock certificates as a result of the name change. The Company has applied to NASDAQ for a new stock symbol. In addition, the Company's shareholders elected two directors: Mark Weinreb, the current President and Chief Executive Officer of the Company and Dr. Wayne A. Marasco, an Associate Professor in the Department of Cancer and Immunology and Aids at the Dana-Farber Cancer Institute and Associate Professor of Medicine in the Department of Medicine, Harvard Medical School. The shareholders also approved an increase in the number of authorized shares of the Company's common stock and adoption of the Company's 2003 Equity Participation Plan. * * * * * This Release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as the Company's ability to enter the medical sector or acquire any companies or technologies. Forward-looking statements represent management's judgment regarding future events. Although management believes that the expectations reflected in such statements are reasonable, it gives 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 risks detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and other reports filed with the Securities and Exchange Commission. For further information please contact: Mark Weinreb, CEO at 631.574.4955 -----END PRIVACY-ENHANCED MESSAGE-----