SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2)*
CHAD THERAPEUTICS, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $.0.01 par value per share
----------------------------------------
(Title of Class of Securities)
157228107
---------
(CUSIP Number)
December 31, 2008
--------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 157228107
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1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 976,744 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 976,744 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,744 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.75%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
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* Based on 10,180,000 shares of the common stock, $0.01 par value per share (the
"Shares") outstanding of Chad Therapeutics, Inc., a California corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008. As of December 31, 2008, PSource
Structured Debt Limited (the "Investor") held a warrant (the "Warrant") to
acquire 976,744 Shares, at an exercise price of $1.24 per Share, subject to
certain adjustments. The Warrant contains an issuance limitation prohibiting the
Investor from exercising those securities to the extent that such exercise would
result in beneficial ownership by the Investor of more than 9.99% of the Shares
then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation
may be waived by the Investor upon at least 61 days prior notice to the Company
and shall automatically become null and void following notice to the Company of
the occurrence and during the continuance of an event of default (as defined in
and pursuant to the terms of the Warrant). The Investor is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and share voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
CUSIP No. 157228107
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1 NAME OF REPORTING PERSON: PSource Strucuted Debt Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 976,744 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 976,744 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,744 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.75%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per share (the
"Shares") outstanding of Chad Therapeutics, Inc., a California corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008. As of December 31, 2008, PSource
Structured Debt Limited (the "Investor") held a warrant (the "Warrant") to
acquire 976,744 Shares, at an exercise price of $1.24 per Share, subject to
certain adjustments. The Warrant contains an issuance limitation prohibiting the
Investor from exercising those securities to the extent that such exercise would
result in beneficial ownership by the Investor of more than 9.99% of the Shares
then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation
may be waived by the Investor upon at least 61 days prior notice to the Company
and shall automatically become null and void following notice to the Company of
the occurrence and during the continuance of an event of default (as defined in
and pursuant to the terms of the Warrant). The Investor is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and share voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
CUSIP No. 157228107
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: David Grin
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 976,744 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 976,744 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,744 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.75%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per share (the
"Shares") outstanding of Chad Therapeutics, Inc., a California corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008. As of December 31, 2008, PSource
Structured Debt Limited (the "Investor") held a warrant (the "Warrant") to
acquire 976,744 Shares, at an exercise price of $1.24 per Share, subject to
certain adjustments. The Warrant contains an issuance limitation prohibiting the
Investor from exercising those securities to the extent that such exercise would
result in beneficial ownership by the Investor of more than 9.99% of the Shares
then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation
may be waived by the Investor upon at least 61 days prior notice to the Company
and shall automatically become null and void following notice to the Company of
the occurrence and during the continuance of an event of default (as defined in
and pursuant to the terms of the Warrant). The Investor is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and share voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
CUSIP No. 157228107
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Eugene Grin
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------- ---------- -------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 976,744 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 976,744 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,744 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.75%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per share (the
"Shares") outstanding of Chad Therapeutics, Inc., a California corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008. As of December 31, 2008, PSource
Structured Debt Limited (the "Investor") held a warrant (the "Warrant") to
acquire 976,744 Shares, at an exercise price of $1.24 per Share, subject to
certain adjustments. The Warrant contains an issuance limitation prohibiting the
Investor from exercising those securities to the extent that such exercise would
result in beneficial ownership by the Investor of more than 9.99% of the Shares
then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation
may be waived by the Investor upon at least 61 days prior notice to the Company
and shall automatically become null and void following notice to the Company of
the occurrence and during the continuance of an event of default (as defined in
and pursuant to the terms of the Warrant). The Investor is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and share voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
CUSIP No. 157228107
Item 1(a). Name of Issuer: Chad Therapeutics, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
21622 Plummer Street
Chatsworth, California 91311
Item 2(a). Name of Person Filing: Laurus Capital Management, LLC
This Schedule 13G, as amended, is also filed on behalf of PSource Structured
Debt Limited, a closed-ended company incorporated with limited liability in
Guernsey, Eugene Grin and David Grin. Laurus Capital Management, LLC manages
PSource Structured Debt Limited. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
share sole voting and investment power over the shares owned by PSource
Structured Debt Limited. Information related to each of PSource Structured Debt
Limited, Eugene Grin and David Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
335 Madison Avenue, 10th Floor, New York, NY 10017
Item 2(c). Citizenship: Delaware
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP Number: 157228107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 976,744 shares of Common Stock
(b) Percent of Class: 8.75%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of Common
Stock. *
(ii) shared power to vote or to direct the vote: 976,744
shares of Common Stock. *
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock. *
(iv) shared power to dispose or to direct the disposition of:
976,744 shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable (see Item 2(a))
Item 8. Identification and Classification of Members of the Group:
Not applicable (see Item 2(a))
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below, I certify to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
-----------------------------------
* Based on 10,180,000 shares of the common stock, $0.01 par value per share (the
"Shares") outstanding of Chad Therapeutics, Inc., a California corporation (the
"Company"), as disclosed in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2008. As of December 31, 2008, PSource
Structured Debt Limited (the "Investor") held a warrant (the "Warrant") to
acquire 976,744 Shares, at an exercise price of $1.24 per Share, subject to
certain adjustments. The Warrant contains an issuance limitation prohibiting the
Investor from exercising those securities to the extent that such exercise would
result in beneficial ownership by the Investor of more than 9.99% of the Shares
then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation
may be waived by the Investor upon at least 61 days prior notice to the Company
and shall automatically become null and void following notice to the Company of
the occurrence and during the continuance of an event of default (as defined in
and pursuant to the terms of the Warrant). The Investor is managed by Laurus
Capital Management, LLC. Eugene Grin and David Grin, through other entities, are
the controlling principals of Laurus Capital Management, LLC and share voting
and investment power over the securities owned by the Investor reported in this
Schedule 13G, as amended.
CUSIP No. 157228107
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 10, 2009
----------------
Date
LAURUS CAPITAL MANAGEMENT, LLC
/s/ David Grin
----------------
David Grin
Principal
CUSIP No. 157228107
APPENDIX A
A. Name: PSource Structured Debt Limited, a
closed-ended company incorporated with
limited liability in Guernsey
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Guernsey
B. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
C. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
CUSIP No. 157228107
Each of PSource Structure Debt Limited, Eugene Grin and David Grin hereby agree,
by their execution below, that the Schedule 13G (as amended) to which this
Appendix A is attached is filed on behalf of each of them, respectively.
PSource Structured Debt Limited
By: Laurus Capital Management, LLC
Its investment manager
/s/ David Grin
-----------------------------------------
David Grin
Principal
February 10, 2009
/s/ David Grin
-----------------------------------------
David Grin
February 10, 2009
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 10, 2009