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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): March 24, 1997
CHAD THERAPEUTICS, INC.
(Exact name of the Registrant as specified in its charter)
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California 0-11363 95-3792700
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
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21622 Plummer Street, Chatsworth, California 91311
(Address of the Registrant's principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 882-0883
NONE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On March 24, 1997, the Board of Directors of Chad Therapeutics, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of the Company's Common Stock. The distribution will be made to
shareholders of record at the close of business on May 5, 1997. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and American Stock Transfer & Trust Company, as
Rights Agent. A copy of the Rights Agreement is being filed with the Securities
and Exchange Commission as an Exhibit to the Company's Registration Statement on
Form 8-A and is available free of charge from the Company. This abbreviated
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by this reference.
Reference is made to the News Release, dated April 24, 1997, issued by the
Company announcing the distribution of the Rights, a copy of which is attached
as an Exhibit hereto and incorporated herein by this reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
1. Rights Agreement, dated as of March 24, 1997, between Chad
Therapeutics, Inc. and American Stock Transfer & Trust Company, as
Rights Agent, including the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A and B,
respectively.*
2. News Release, dated April 24, 1997, issued by Chad
Therapeutics, Inc. announcing the adoption of a Share Purchase
Rights Plan by the Board of Directors of Chad Therapeutics, Inc.
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* Incorporated by reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A filed on April 30, 1997.
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SIGNATURES
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.
CHAD THERAPEUTICS, INC.
a California corporation
Date: April 25, 1997 By: /s/ Charles R. Adams
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Name: Charles R. Adams
Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit Sequential
No. Exhibit Page No.
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1. Rights Agreement, dated as of March 24, 1997, between Chad -
Therapeutics, Inc. and American Stock Transfer & Trust Company,
as Rights Agent, including the form of Rights Certificate and the
Summary of Rights attached thereto as Exhibits A and B,
respectively.**
2. News Release, dated April 24, 1997, issued by Chad Therapeutics, 6
Inc. announcing the adoption of a Share Purchase Rights Plan by the
Board of Directors of Chad Therapeutics, Inc.
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** Incorporated by reference to Exhibit 1 to the Registrant's Registration
Statement on Form 8-A filed on April 30, 1997.
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EXHIBIT 2
[CHAD THERAPEUTICS LETTERHEAD]
Contact: Earl L. Yager Subject: Share Purchase
Senior Vice President Rights Plan
CHAD THERAPEUTICS' ANNOUNCES
SHAREHOLDER PURCHASE RIGHTS PLAN
CHATSWORTH, California, April 24, 1997
Chad Therapeutics, Inc. (ASE-CTU), producer and distributor of oxygen conserving
devices and portable oxygen systems used by pulmonary patients who need
supplementary oxygen, today announced that its Board of Directors unanimously
adopted a Share Purchase Rights Plan. Under the Plan, Rights to purchase Common
Shares of the company will be distributed as a dividend at the rate of one Right
for each Chad Common Share held of record as of the close of business on May 5,
1997.
The Rights are not being distributed in response to any effort to acquire
control of Chad, and the Board is not aware of any such effort. The Plan is
being implemented to protect Chad's shareholders in the event that any effort to
acquire control occurs.
Each Right will entitle holders of Chad Common Shares to buy one Common Share at
an exercise price of $25.00. The Rights will be exercisable, and will detach
from the Common Shares, only if a person or group acquires 15 percent or more of
Chad's outstanding Common Shares, or were to announce a tender or exchange offer
that, if consummated, would result in a person or group beneficially owning 15
percent or more of Chad's Common Shares. If such an event occurs without prior
approval of the Disinterested Board (the Company's outside Directors), each
Right would entitle the holder (other than such acquiring person or group) to
purchase Chad Common Shares (or, in certain circumstances, Common Shares of the
acquiring person or group) with a value of twice the exercise price of the
Rights, Chad will be entitled to redeem the Rights at U.S. $0.001 per right at
any time before the close of business on the tenth day after the Rights become
exercisable. The Rights will expire at the close of business on May 5, 2007.
Complete details of the Rights Plan are outlined in materials that will be
mailed to all shareholders.
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