Chad Therapeutics Form 10-K/A - 3/31/03
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

F O R M 10 — K/A

     
x   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required)
For the fiscal year ended March 31, 2003

OR

     
o   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 0-11363

Chad Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

     
California   95-3792700
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
21622 Plummer Street, Chatsworth, CA   91311
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (818) 882-0883

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, $.01 par value
(Title of class)

     Indicate by check mark whether the 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 the 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 disclosures of delinquent filers pursuant to Item 405 of Regulation SK (229.405 of this chapter) 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. [   ]

 


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     The aggregate market value of the voting shares held by non-affiliates of the Registrant on June 16, 2003 (based on the average over-the-counter bid and asked prices of such stock on such date) was $17,532,000.

     Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of June 12, 2003:

         
Common Shares     10,076,000  

     Portions of the Registrant’s definitive Proxy Statement for its September 9, 2003, Shareholders’ meeting (“Proxy Statement”) (which Proxy Statement has not been filed as of the date hereof) are incorporated into Part III as set forth herein. Portions of the Registrant’s Annual Report to Shareholders for the year ended March 31, 2003 (“Annual Report”) are incorporated into Part II as set forth herein and only such portions of the Annual Report as are specifically incorporated by reference are thereby made a part of this Annual Report on Form 10-K.

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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
SIGNATURES
Exhibit Index
Exhibit 10.29


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PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  (3) Exhibits.

      This first amendment to the Form 10-K for the year ended March 31, 2003, is being filed to provide the following exhibit:

     10.29 Amended and Restated Employment Agreement with Thomas E. Jones

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 10th day of July, 2003.

         
    CHAD THERAPEUTICS, INC.
         
    By   /s/ Thomas E. Jones
       
        Thomas E. Jones, Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

         
Signature   Title   Date

 
 
/s/ Thomas E. Jones

Thomas E. Jones
  Chairman, Chief Executive Officer and
Director (Principal Executive Officer)
  July 10, 2003
 
/s/ Earl L. Yager

Earl L. Yager
  President, Chief Financial
Officer and Secretary and Director
(Principal Financial and Accounting Officer)
  July 10, 2003
 
/s/ David L. Cutter

David L. Cutter
  Director   July 10, 2003
 
/s/ John C. Boyd

John C. Boyd
  Director   July 10, 2003
 
/s/ Norman Cooper

Norman Cooper
  Director   July 10, 2003
 
/s/ Philip Wolfstein

Philip Wolfstein
  Director   July 10, 2003
 
/s/ James M. Brophy

James M. Brophy
  Director   July 10, 2003

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Exhibit Index

             
    Exhibit Index   Sequentially
Exhibit No.   Document   Numbered Page

 
 
10.29   Amended and Restated Employment Agreement with Thomas E. Jones

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