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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, 1998
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 0-11363
Chad Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
California 95-3792700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
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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. [ ]
The aggregate market value of the voting shares held by non-affiliates
of the Registrant on June 12, 1998 (based on the average over-the-counter bid
and asked prices of such stock on such date) was $60,072,000.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of June 12, 1998:
Common Shares 10,012,000
Portions of the Registrant's definitive Proxy Statement for its
September 15, 1998, 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, 1998 ("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.
(a) (3) Exhibits.
This first amendment to the Form 10-K for the year ended
March 31, 1998, is being filed to provide the following
two exhibits:
10.27 Employment Agreement with Thomas E. Jones
10.28 Form of Severance and Change of Control Agreement for
officers
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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 29th day of June, 1998.
CHAD THERAPEUTICS, INC.
By /S/Thomas E. Jones
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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 Chief Executive June 29, 1998
- ---------------------------- Officer and Director
Thomas E. Jones (Principal Executive
Officer)
/S/Francis R. Fleming President, Chief June 29, 1998
- ---------------------------- Operating Officer and
Francis R. Fleming Director
/S/Earl L. Yager Senior Vice President, June 29, 1998
- ---------------------------- Chief Financial Officer
Earl L. Yager and Secretary and Director
(Principal Financial and
Accounting Officer)
Chairman of the Board June 29, 1998
- ----------------------------
Charles R. Adams
/S/David L. Cutter Director June 29, 1998
- ----------------------------
David L. Cutter
/S/John C. Boyd Director June 29, 1998
- ----------------------------
John C. Boyd
/S/Norman Cooper Director June 29, 1998
- ----------------------------
Norman Cooper
/S/Philip Wolfstein Director June 29, 1998
- ----------------------------
Philip Wolfstein
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Exhibit Index
Exhibit Index Sequentially
Exhibit No. Document Numbered Page
- ----------- -------- -------------
10.27 Employment Agreement with Thomas
E. Jones
10.28 Form of Severance and Change in
Control Agreement with Officers
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