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]
For the fiscal year ended March 31, 1997
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 07470
(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 4 pages]
<PAGE>
$1,281,550 as of May 15, 1997
(Aggregate market value of the voting stock
held by non-affiliates of registrant)
2,412,330 shares, $.10 par value, as of May 15, 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 31, 1996, March 25, 1995 and September 30, 1994
Proxy Statement of Registrant ---
September 28, 1995 Annual Meeting of Stockholders
[Cover Page 2 of 2 pages]
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of Registrant's common stock, as of June 25, 1997, by (i) each
person known by the Registrant to be the beneficial owner of more than 5% of
Registrant's outstanding common stock, (ii) each person who was a director or
a nominee to become a director of Registrant, (iii) each person who was an
executive officer of Registrant, and (iv) all persons who were directors and
officers of Registrant, as a group, and the percentage of Registrant's
outstanding stock represented by such beneficial ownership.
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Bruce H. Paul 400,000 9.43%
1 Hampton Road
Purchase, NY 10577
James J. Fyfe -0- (1) -0-
145 Route 46 West
Wayne, NJ 07470
All directors and -0- (1) -0-
officer as a group
(1 person)
___________________
(1) Does not include 3,000 shares of common stock which may be issued to
Mr. Fyfe upon the exercise of 3,000 stock options issued to Mr. Fyfe in
connection with his services as a director of Registrant. These options were
issued in connection with Registrant's 1992 Stock Option Plan. 1,500 of such
options are not exercisable until May 1998. The 1,500 currently exercisable
options are exercisable at an exercise price of $.4065 per share. The 1,500
options which become exercisable in May 1998 are exercisable at a price of
$.3125 per share.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions With Management and Others
During the fiscal year ended March 31, 1997 and all subsequent periods
there have been no material transactions between Registrant and any member of
management or any principal shareholder of Registrant.
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
<PAGE>3
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 August 28, 1997
JAMES J. FYFE
Principal Financial and
Accounting Officer:
/s/ James J. Fyfe Vice President August 28, 1997
JAMES J. FYFE
A Majority of the board of directors:
/s/ James J. Fyfe August 28, 1997
JAMES J. FYFE
<PAGE>4
