SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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):
May 18, 1998
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.
272 Rte 206, Bldg # B1.1, Flanders, New Jersey 07836
(Address of principal executive offices) (Zip Code)
973-927-7155
Registrant's Telephone Number
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ITEM 1. CHANGE IN CONTROL
On March 4, 1998, the Corporation entered into a Stock Purchase
Agreement ("Agreement"), conditioned upon the approval of the Corporation's
stockholders, with Mr. Joel San Antonio and certain other individuals (the
"Initial Purchasers") pursuant to which the Initial Purchasers would acquire an
aggregate of 765,000 shares of a newly created Series B Convertible Preferred
Stock, par value $.01 per share. At the 1998 Annual Meeting of Stockholders,
held on May 18, 1998, Corniche's stockholders approved the Agreement, the
transactions contemplated thereby and related proposals. The transaction was
consummated immediately following the 1998 Annual Meeting. The change in control
of the Corporation is described in the Press Release, attached hereto as Exhibit
99.1, which is incorporated by reference herein. The Initial Purchasers of the
Series B Preferred Stock, including Mr. San Antonio, will be required to vote in
favor of Mr. James Fyfe, currently an independent director of Corniche, or his
designee as a director of the Corporation through June 30, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press Release
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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/ Robert H. Hutchins
Robert H. Hutchins
President
Dated: May 18, 1998
PRESS RELEASE
Corniche Group Incorporated, 272 Route 206, Bldg. B#1.1, Flanders, NJ 07836
For Immediate Release Flanders, New Jersey, May 18, 1998
CORNICHE GROUP INCORPORATED ANNOUNCES RESULTS OF
ANNUAL MEETING AND CLOSING OF TRANSACTION
FOR NEW BUSINESS OPERATIONS IN INSURANCE MARKET
CORNICHE GROUP INCORPORATED ("Corniche") [OTC Bulletin Board Symbol: CNGI]
announced today that at the 1998 Annual Meeting of Stockholders, Corniche's
stockholders approved the agreement that it signed on March 4, 1998 with Joel
San Antonio and others for them to invest in the Company and to endeavor to
establish new business operations for the Company in the insurance market. Mr.
San Antonio will serve as Chairman of Corniche and Robert Hutchins will serve as
a Director and President of Corniche. The transaction closed immediately
following the Annual Meeting.
Pursuant to the transaction, Mr. San Antonio purchased 710,000 shares of
preferred stock at $0.10 per share and his associates purchased a further 55,000
shares of preferred stock at the same price. Each preferred share is convertible
into ten shares of the corporation's common stock and is entitled to ten votes
per share, giving Mr. San Antonio effective voting control over Corniche.
Mr. San Antonio, who has many years experience in the property and casualty
specialty insurance markets, is in the process of exploring a number of
specialty insurance opportunities for the development of new business operations
for Corniche that involve entering into insurance and/or insurance-related
businesses.
At the 1998 Annual Meeting of Stockholders, stockholders also elected three
other directors, approved a reduction in the par value of Corniche's common
stock, and adopted a stock option plan and an independent directors compensation
plan.
For further information please contact Alan Wovsaniker at (973) 597-2564.
