-----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, B8GTO3OKJLjPbqX+tat5MlvNy4buQqOridLSa7WWU9oDeQEDBhgtQxdQbRUjl2EL 5Lhn/wMLaakORVR+8vRxAQ== 0000905718-96-000036.txt : 19960213 0000905718-96-000036.hdr.sgml : 19960213 ACCESSION NUMBER: 0000905718-96-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960207 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19960212 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNICHE GROUP INC /DE CENTRAL INDEX KEY: 0000320017 STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844] IRS NUMBER: 222343568 STATE OF INCORPORATION: DE FISCAL YEAR END: 0325 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10909 FILM NUMBER: 96515982 BUSINESS ADDRESS: STREET 1: WAYNE INTERCHANGE PLAZA 1 STREET 2: 145 ROUTE 46 WEST CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 2017853338 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MEDICAL SERVICES INC DATE OF NAME CHANGE: 19830825 8-K 1 CURRENT REPORT 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): February 7, 1996 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. Wayne Interchange Plaza I, 145 Route 46 West, 07470 Third Floor, Wayne, New Jersey (Address of principal executive offices) (Zip Code) 201-785-3338 ________________________ Registrant's Telephone Number Fidelity Medical, Inc. ___________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Item 3. Bankruptcy or Receivership. A receivership proceeding involving the operating subsidiaries of Corniche Group Incorporated ("Corniche" or the "Company") was commenced on February 7,1996. The Company has been unsuccessful in its previously announced efforts to convert a significant portion of its bank debt to equity. Additionally, the Company has not achieved an interim financing to address the liquidity problems of its UK stationery wholesale, and retail businesses. As a result receivers have been appointed for the Company's UK operating subsidiaries-Chessbourne Limited and The Stationery Company Ltd.- by their primary bankers and secured lender, the Bank of Scotland, on or about February 7, 1996, and it is anticipated that its UK holding company- Corniche Distribution Limited-will be placed in receivership on February 12, 1996. The receiverships will result in the loss of all of the Company's operations. Notwithstanding the loss, the Company intends to continue in the retail stationery business by attempting to consummate an acquisition in the UK. In October 1995 the Company announced that it had reached agreement in principal to acquire a major stationery retailer in the UK subject to financing, due diligence and final documentation. Due diligence is now largely complete and the Company has signed legally binding heads of terms for an acquisition, subject only to financing and more complete documentation. The Company believes that the acquisition target has achieved good profit and revenue growth in recent years and now trades from nearly 100 retail outlets throughout the UK, making it that country's largest specialist stationery retailer. Such retail outlets now include certain of the former outlets of the Company, which were acquired by the acquisition target from the subsidiary's receiver on or about February 8, 1996. The receivership not only removes all of the Company's operating assets from the Company, but also eliminates most liabilities (including over $5 million in bank debt) which exceeded the Company's assets by approximately $5.8 million at December 30, 1995. This significantly reduces the Company's stockholder equity deficiency to approximately $400,000. While no assurances can be given that the Company will be able to raise the necessary financing or otherwise complete the proposed acquisition, management believes (based on continuing discussion with proposed investment bankers for the transaction) that this reduction in liabilities will assist in negotiating the financing required to complete the proposed acquisition. In a related transaction, Brian Baylis and Susan Crisp, the chief executive officer and chief financial officer of the Company, who collectively own approximately 45% of the Company's common stock, have agreed to pledge their Corniche shares as collateral against the shortfall which will be incurred by the Bank of Scotland in the receivership proceeding. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. It is impractical to provide any proforma financial information required pursuant to Article II of Regulation S-X at this time. Such reports will be filed as soon as available and in any event within 60 days of the date of this report. (c) Exhibits. None. 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/ James Fyfe ________________________________ James Fyfe Vice President and Chief Operating Officer Dated: February 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----