e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
fiscal year ended March 31, 2006 |
OR
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for
the transition period from to |
Commission file number 1-12214
CHAD Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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California
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95-3792700 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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21622 Plummer Street, Chatsworth, CA
(Address of principal executive offices)
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91311
(Zip Code)
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Registrants telephone number, including area code: (818) 882-0883
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange |
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Title of each class
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on which registered |
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Common Shares, $.01 par value
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American Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule
405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
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
registrants 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. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
As of March 31, 2006, the last business day of the registrants most recently completed fiscal
year, the approximate aggregate market value of voting and non-voting common stock held by
non-affiliates of the registrant was $21,788,000 (based upon the last closing price for shares of
the registrants common stock as reported by the American Stock Exchange as of that date). Shares
of common stock held by each officer, director, and holder of 10% or more of the outstanding common
stock have been excluded in that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other purposes.
There were approximately 10,169,000 shares of common stock outstanding as of June 26, 2006.
Portions of the Registrants Annual Report to Shareholders for the year ended March 31, 2006,
(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.
TABLE OF CONTENTS
PART I
Item 1. Business
CHAD Therapeutics, Inc. (CHAD or the Company) was organized in August 1982 to develop,
produce, and market respiratory care devices designed to improve the efficiency of oxygen delivery
systems for both home and hospital treatment of patients who require supplemental oxygen. The
Company introduced its first respiratory care device in the market in June of 1983 and has
introduced additional respiratory care devices in subsequent years.
Pulmonary Disease and Oxygen Therapy
The Company was organized to pursue the development and marketing of devices that improve the
efficiency of systems used to administer oxygen to patients requiring supplemental oxygen. These
are primarily patients suffering from chronic obstructive pulmonary diseases.
Chronic obstructive pulmonary diseases (COPD) are progressive, debilitating conditions that
affect millions of Americans, severely limiting their activities and shortening their lives. Such
conditions, which include chronic bronchitis, emphysema, and severe asthma, decrease the capacity
of the lungs to oxygenate the blood. To make up for this deficiency, it is common medical practice
to administer supplemental oxygen (usually on a 24 hours per day basis) in an amount sufficient to
increase blood oxygenation to near normal levels.
According to the National Heart, Lung and Blood Institute of the National Institutes of Health
(NIH), COPD represents the fourth leading cause of death in the United States and is predicted to
be the third largest cause of death by 2020.
The American Lung Association reported that in 2003 there were 10.7 million Americans
suffering from COPD. This report also notes that in 2004 the annual cost to the nation for COPD in
health care and indirect costs was estimated to be $37.2 billion.
Although precise data are not available, various individual and institutional sources and
reports estimate that there are more than one (1) million home care patients receiving
supplementary administration of oxygen. Medicare, which accounts for about 60% of home oxygen
dealers revenues, spent approximately $1.8 billion in 2002 for home oxygen, according to a report
by the Centers for Medicare and Medicaid Services Office of Actuary. This represented a 13%
increase over the previous year, according to the report.
Chronic obstructive pulmonary diseases are also prevalent in other countries, particularly in
some European nations and the Far East, where the incidence is higher than in the United States. We
believe the potential international market for home oxygen is expected to grow to 150% of the U.S.
market over the next five to ten years.
The primary oxygen supply options for home patients are concentrators that concentrate oxygen
from the ambient air (85-90%), reservoirs containing liquid oxygen (10-15%), and cylinders
containing compressed gaseous oxygen (less than one percent (1%)).
Standard oxygen delivery systems are characteristically inefficient, permitting over 67% of
the oxygen supply delivered to the patient to be wasted, primarily because the oxygen is
administered steadily to the patient, even while he is exhaling. Since the normal breathing cycle
consists of an exhalation period that is approximately twice as long as the inhalation period, at
least two-thirds (2/3) of
2
the oxygen from this continuous flow system is wasted. Furthermore, it is generally accepted that
the oxygen breathed in during the first one-third (1/3) of the inhalation period provides most of
the oxygenation benefit to the patient.
Currently Medicare provides a prospective flat-fee monthly payment for home oxygen services
based solely on the patients prescribed oxygen requirement and disregards modality, the type of
system in use. In accordance with the federal budget reconciliation bill approved by the Senate in
February 2006, title to oxygen equipment transfers to the beneficiary after 36 months.
Consequently, with the incentive to operate efficiently, inexpensive concentrators have grown in
popularity because of their low cost and less frequent servicing requirements. At the same time,
interest in oxygen conserving devices, which can extend the life of oxygen supplies and reduce
service calls by dealers, has heightened. There is also a separate fixed allowance from Medicare
for patients who need to be mobile and therefore require portable oxygen systems.
In November 2003 Congress enacted the Medicare Improvement and Modernization Act, which had
and will continue to impact reimbursement for home oxygen over the next several years. The new
legislation will result in continued pressure on home care providers to reduce the cost of
providing home oxygen services.
While these cost pressures have intensified, mobility has increased in importance as the
treatment of pulmonary patients has moved away from hospitals and into home care. Also, the
American Lung Association has advised that, to reduce and control symptoms, pulmonary patients
should live a healthy lifestyle that includes exercise. Maintaining quality of life and compliance
with prescribed exercise programs require that the patient be as mobile as possible and thus
increase the demand for portable oxygen equipment.
CHADs Products
Since its inception, the Company has recognized the need for more efficient oxygen delivery
systems and has pursued the development and marketing of devices that are designed to conserve
oxygen. The benefits of such improvements include substantial cost savings for the home care
provider, as well as increased mobility for ambulatory patients who require portable oxygen
supplies. These devices extend the life of oxygen supplies and make possible more compact and
longer lasting portable systems, thereby improving the quality of life for home oxygen patients.
OXYMIZER® and OXYMIZER Pendant Oxygen-Conserving Devices. In June 1983 the
Company began marketing its first product, the OXYMIZER disposable oxygen-conserving device, a
unique, patented, disposable device developed to provide up to four-to-one (4:1) savings of oxygen
as compared to continuous flow when used with any oxygen supply source.
The OXYMIZER device contains a collapsible reservoir that captures incoming oxygen delivered
during expiration and prevents its waste. The oxygen captured in this reservoir is then inhaled by
the patient during the first instant of his next inspiration. Thus the OXYMIZER device both
conserves oxygen and provides the patient with an extra rich supply of oxygen at the beginning of
the inhalation period when it can be most effectively utilized.
Extensive clinical testing and trials over the past 22 years have repeatedly demonstrated that
patients using the OXYMIZER device are able to achieve equivalent blood oxygenation levels while
using significantly less oxygen. There have been more than 32 clinical evaluations from
institutions worldwide that have confirmed the efficacy and oxygen savings of the OXYMIZER devices.
3
The greater efficiency provided by these devices over standard oxygen delivery systems also permits
home health care patients to achieve greater mobility by enabling them to use smaller portable
cylinders or by obtaining two (2) to four (4) times the life from standard sized portable
cylinders.
For home oxygen dealers, the disposable OXYMIZER devices afford the cost advantages of oxygen
conservation without capital investment in expensive equipment. In addition, the OXYMIZER devices
can be utilized to achieve higher flow setting equivalencies for standard oxygen concentrators.
In hospitals, the OXYMIZER devices are used for maintenance of certain patients requiring
higher flow levels of oxygen without having to resort to uncomfortable oxygen masks.
The Company is pursuing a marketing strategy that emphasizes the cost savings, efficiencies,
and level of patient comfort associated with the use of the OXYMIZER devices. See Marketing and
Competition.
The OXYMIZER Pendant device is similar to the OXYMIZER device except that its reservoir is
located in a pendant that hangs over the patients chest rather than under the nose. The
OXYMIZER Pendant has a more traditional appearance than the OXYMIZER. The Company began marketing
the OXYMIZER Pendant in August 1984.
OXYMATIC® Electronic Oxygen Conservers. The Company began marketing the
OXYMATIC conserver in March 1986. This product is a small electronic device designed for use with
portable oxygen systems. The OXYMATIC conserver electronically senses the optimal moment in the
breathing cycle for delivery of oxygen and at that moment, releases a very brief pulse of oxygen to
the patient. The OXYMATIC conserver concentrates the administration of oxygen during the first
one-third (1/3) of the inhalation phase, when oxygen is most efficiently utilized. There have been
at least 12 controlled clinical trials and studies of patient groups using the OXYMATIC conserver,
all of which have confirmed its efficacy and efficiency.
In July 2000 the Company introduced the first of the OXYMATIC 400 series of conservers.
Additional models were added to this line in January and March of 2001. This new line of
conservers was designed to capitalize on the proven reliability and efficiency of the Companys
previous models. In addition, features and options were added to create state-of-the-art
conservers that would give home care providers a wide choice of products to service their patients
individual needs and preferences. These new conservers include a built-in regulator and expanded
flow rates that provide average savings of five-to-one (5:1) over continuous flow oxygen.
In November 2001 the Company introduced the SEQUOIA OXYMATIC line of conservers. These
conservers utilize the same electronic features as the OXYMATIC 400 series conservers but do not
contain a built-in regulator.
LOTUS Electronic Oxygen Conserver. The Company received clearance from the Food and
Drug Administration (FDA) to market the LOTUS Electronic Oxygen Conserver in October 2004 and began
shipment of the device in November 2005. The LOTUS weighs less than one (1) pound and is offered
with or without a breath-sensing alarm. It also offers additional liter flow settings and an
extended battery life of up to four (4) months of normal usage on two (2) AA-size batteries.
CYPRESS OXYPneumatic® Conservers. In July 2002 the Company began marketing
the CYPRESS pneumatic conserver, which allowed the Company to compete in the pneumatic segment of
the conserver market for the first time. This device incorporates no electronic parts, thus
eliminating the need for batteries. It is lightweight, small and allows the use of a standard,
single-lumen cannula, unlike
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many other pneumatic conservers that require special cannulas. The CYPRESS conserver provides flow
rates from one (1) to six (6) liters per minute and oxygen savings greater than three-to-one (3:1)
over continuous flow oxygen.
Sales of OXYMATIC electronic and CYPRESS OXYPneumatic conservers accounted for approximately
70%, 73%, and 77% of the Companys sales in 2006, 2005, and 2004, respectively.
The OXYMATIC electronic and CYPRESS pneumatic conservers extend the length of time the
contents of the cylinders will last over continuous flow oxygen. They provide ambulatory patients
with greater mobility and less weight. The Company believes these systems offer a superior
alternative to commonly used liquid oxygen systems for mobile patients and are more cost effective
for home care dealers to supply.
SAGE Oxygen Therapeutic Device. In May 2004 the Company received
clearance from the FDA to market its new SAGE Oxygen Therapeutic Device. The SAGE device is the
first in a planned family of oxygen therapeutic devices that use the Companys proprietary
technologies to sense a patients movements and automatically adjust the rate of oxygen delivery to
reduce the risk of desaturation as activity increases. The SAGE device combines the industrys
first truly dynamic, patented delivery technology with the proven oxygen sensor technology in the
Companys OXYMATIC 400 series conserver. As a result, the device addresses the common problem of
oxygen desaturation, which causes a patient to feel weak and out of breath when activity increases,
yet it still maximizes patient ambulatory capability.
OXYCOIL® Coiled Oxygen Tubing. In January 1986 the Company began marketing
the OXYCOIL coiled oxygen tubing, a device which replaces the standard supply tubing for the
OXYMIZER devices, the OXYMATIC conservers or conventional nasal cannulas. The OXYCOIL tubing is a
convenience and a safety device that can be used with any oxygen system to help keep the supply
tubing out of the patients way, thus minimizing the tripping and tangling problems associated with
standard supply tubing.
TOTAL O2® Delivery System. In January 1998 the Company began
marketing the TOTAL O2 Delivery System. This system provides stationary
oxygen for patients at home, portable oxygen including an oxygen conserving device for ambulation,
and a safe and efficient mechanism for filling portable oxygen cylinders. The TOTAL
O2 Delivery System was designed to provide home care dealers with a more cost
effective means to provide home oxygen services while at the same time providing the patients with
a higher quality of service. This can be accomplished as the home care dealer will no longer be
required to make regular monthly service calls to deliver full portable cylinders, and the patient
will no longer be dependent on the dealer for those deliveries to obtain full cylinders.
Initial sales of the TOTAL O2 system were adversely affected by several factors,
including the overall home oxygen market climate and home care providers reluctance to invest in
the higher cost of the TOTAL O2 system to achieve the lower monthly operating costs it
affords. Recent changes in home oxygen reimbursement appears to be causing home care providers to
examine their operating costs more carefully, which should have a positive impact on sales of the
TOTAL O2 system. No assurances can currently be given regarding the level of success
the Company may achieve with the TOTAL O2 system. See Outlook: Issues & Risks New
Product in the Companys Annual Report to Shareholders.
The technology for each of the devices described above has been licensed from the inventors
thereof, with the exception of the CYPRESS OXYPneumatic and Lotus conservers, which belongs to the
Company. The Company has acquired exclusive licenses to manufacture and market the OXYMIZER
devices, the OXYMATIC conservers, the SAGE device, the OXYCOIL tubing, and the TOTAL O2
system. See Licensing and Related Agreements.
5
Sales of the TOTAL O2 system accounted for approximately 10.7%, 9.6%, and 5.6% of
the Companys sales in 2006, 2005, and 2004, respectively.
Other Products. The Company also offers a variety of ancillary products that support
the principal oxygen conserving products. These include oxygen cylinders of various sizes and
compositions, regulators, cannulas and connecting tubing, and assorted carrying bags. In addition,
with a field sales force of manufacturers representatives and direct sales representatives
covering the entire United States (see Marketing), the Company will utilize this team as part of
a strategy to market and sell additional products that are targeted for the Companys current
customer base, the home care provider.
Products Under Development
It is the Companys objective to continuously improve and add to its oxygen conserving and
related products. During the fiscal years ended March 31, 2004 and 2003, the Company entered into
contracts with outside vendors to develop products in the home oxygen market and sleep disorder
market. Development efforts continue on these products, some of which have begun pre-clinical
testing. No assurance can be given that any products developed pursuant to these contracts will be
successfully marketed or that the Company will ever derive significant revenues or earnings from
the sale of such products.
Research and Development
For the year ended March 31, 2006, the Company expended approximately $1,574,000 on research
and development and has expended approximately $10,666,000 since its inception in August of 1982.
The Company operates in an industry that is subject to rapid technological change, and its ability
to compete successfully depends upon, among other things, its ability to stay abreast or ahead of
new technological developments. Accordingly, the Company expects to expend increasing amounts for
the development or acquisition of new products or the improvement of existing products. In the
next fiscal year the Company expects to spend approximately $1,500,000 on several projects. The
Company conducts research and development internally and also utilizes the services of outside
firms and consultants for its research and development activities.
Licensing and Related Agreements
The Company has entered into license agreements (the Inventors License Agreements) with
Brian L. Tiep, M.D., Robert E. Phillips, and Ben A. Otsap, the inventors of the OXYMIZER device
(the Inventors), with respect to that device and each of the additional oxygen conserving devices
developed by them.
Pursuant to the Inventors License Agreements, the Inventors grant to the Company an exclusive
license (with the right to grant sublicenses) to manufacture, use, and sell such device. Through
September 2003, the Inventors License Agreements provided that the Company pay royalties to the
Inventors on the net proceeds of sales of the device covered by the agreement at the rate of six
percent (6%) on amounts up to ten (10) million dollars and three percent (3%) on amounts of ten
(10) million dollars or more. The Inventors License Agreements also provided that the Company
pays minimum advance royalties for each license year in the amount of $10,000. The advance
payments are to be applied toward royalties payable for the corresponding license year. As of
September 2003, no further royalty payments are due. The Company is obligated to prosecute and
defend, at its own expense, any infringement suits related to manufacture or sale of each device
covered by any such agreement.
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Each Inventors License Agreement continues until the expiration of the last to expire of any
patent covering the related device or, if no patent is issued, for 17 years. The Inventors may
terminate the Inventors License Agreements at an earlier date if the Company is in arrears for 60
days on any royalty payment or if the Company defaults in performing any other term of the
agreement and fails to cure such default within 60 days.
The Company has also entered into a license agreement (the Carleton License Agreement) with
the Life Support Division of Carleton (formerly Litton Life Support) for the TOTAL O2
Delivery System. Pursuant to the Carleton License Agreement, the Licensor grants to the Company an
exclusive license (with the right to grant sublicenses) to manufacture, use, and sell such device
in the health care market. The Carleton License Agreement provides that the Company pay royalties
to the Licensor on the net proceeds of sales of the device covered by the agreement at the rate of
seven percent (7%) and requires minimum annual royalties of $100,000, $300,000, and $500,000 in
1999, 2000, and subsequent years, respectively. The Carleton License Agreement continues until the
expiration of the last to expire of any patent covering the related device or until the Company
ceases use of the licensed technology. The Licensors may terminate the Carleton License Agreement
at an earlier date if the Company is in arrears for 30 days on any royalty payment or if the
Company defaults in performing any other material obligation of the agreement and fails to cure
such default within 30 days.
The Company has also entered into a license agreement (the Phillips and Otsap License
Agreement) with Robert E. Phillips and Ben A. Otsap for the SAGE Oxygen Therapeutic Device.
Pursuant to the Phillips and Otsap Agreement, the Licensor grants to the Company an exclusive
license (with the right to grant sublicenses) to manufacture, use, and sell such devices in the
health care market. The Phillips and Otsap License Agreement provides that the Company pay
royalties to the Licensor on the net proceeds of sales of the device covered by the agreement at
the rate of three percent (3%) for unit sales up to 1,499 units, four percent (4%) for unit sales
from 1,500 to 1,999 units per month, five percent (5%) for unit sales from 2,000 to 2,499 units per
month and six percent (6%) for unit sales of 2,500 or more per month. The agreement also requires
minimum annual royalties of $15,000 in the first year after FDA clearance is received to market the
product and $30,000 per annum thereafter. The Phillips and Otsap License Agreement continues until
the expiration of the last to expire of any patent covering the related devise or until the Company
ceases use of the licensed technology. The Licensors may terminate the Phillips and Otsap License
Agreement at an earlier date if the Company is in arrears for six (6) days on any royalty payment
or if the Company defaults in performing any other material obligation of the agreement and fails
to cure such default within 30 days.
Manufacturing and Sources of Supply
The Company tests and packages its products in its own facility and performs some
manufacturing operations on certain products. Some manufacturing processes are conducted by other
firms, and the Company expects to continue using outside firms for certain manufacturing processes
for the foreseeable future. All outside manufacturing is conducted under the supervision and
control of the Company and with tooling provided by the Company.
Pursuant to a written agreement, the Company purchases finished units of the OXYMIZER devices
from a supplier in Hong Kong. The Company believes that other injection molding facilities would
be available in the event of a termination of this arrangement.
Production of the OXYMATIC 300 series, 2400, and 400 series conservers, the LOTUS, the CYPRESS
pneumatic conservers, and the SAGE Oxygen Therapeutic Device are being handled internally with only
a portion of the electronic assembly for electronic conservers being subcontracted outside the
Company. The Company is currently subcontracting with two (2) electronic assembly facilities and
believes that other facilities would be available in the event of an interruption of supply from
the existing facilities.
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Production of the TOTAL O2 system is being handled internally with a number of
subassemblies being subcontracted outside the Company. The Company believes that there are
alternate sources of supply for these subassemblies, including internal manufacturing as production
quantities increase.
The Company is not aware of any shortages of materials necessary for the manufacture of its
products. The Company provides customers the right to return merchandise for credit and requires
payment within a time frame consistent with industry standards. The Company provides warranties
for certain of its products based on industry standards and accrues for the estimated expenses
associated with those warranties based on the best information available, primarily historical
claims experience.
The Company has received ISO 13485 certification for its manufacturing facility based on criterion
developed by the International Organization for Standardization, a quality standards organization
with headquarters in Geneva, Switzerland. The Company has also received authorization for the same
facility under the European Unions Medical Devices directive, to affix the CE Mark to the
Companys products marketed throughout the world. The primary component of the certification
process was an audit of the facilitys quality systems conducted by an independent agency
authorized to perform conformity assessments under ISO guidelines and the Medical Devices
Directive.
Marketing
The Companys products are designed to reduce the cost of health care while maintaining or
enhancing the therapeutic benefits to the patient and improving the users quality of life. The
Companys marketing efforts have focused primarily on providing home oxygen suppliers with products
that they can utilize to increase their revenues and provide a better quality of care at less cost.
Home care dealers have reportedly increased their revenues by assembling small portable
systems incorporating the Companys OXYMATIC electronic conserver or CYPRESS pneumatic conserver as
a vehicle to attract new and additional patients to their business. The Company believes these
lightweight, long-lasting, portable systems have both high professional and patient acceptance that
allows the supplier promoting these products to attract new and additional customers.
A large portion of home oxygen patients is covered by Medicare or other government programs.
Since June 1989 home oxygen suppliers have been reimbursed on a fixed, monthly-fee basis by
Medicare. The monthly reimbursement amount does not vary with either the type of oxygen delivery
equipment provided or the amount of oxygen supplied. Since monthly, per-patient revenues are
fixed, home oxygen suppliers can only increase their per-patient profitability by reducing costs.
The Companys oxygen conserving products and TOTAL O2 Delivery System allow these
suppliers to decrease their costs while providing their patients with improved therapeutic benefits
and quality of life.
While the home respiratory care dealer remains the primary focus of the Companys marketing
efforts, this focus has been augmented by a major effort to increase professional awareness.
Promotional programs target respiratory care physicians, nurses, and therapists.
The Company markets its products directly to home oxygen suppliers throughout the U.S. The
Company currently has a Vice President of Sales & Marketing, two (2) Regional Vice Presidents of
Sales, a Director of Strategic Sales and Marketing, a manager of sales administration, an art and
media manager, a marketing manager, a customer relations manager, and five (5) in-house sales and
customer service representatives who are in regular and frequent proactive telephone sales contact
with customers and potential customers. In addition, the Company has a field sales force of direct
sales representatives and independent manufacturers sales representatives to handle direct selling
to customers. This field sales force is currently comprised of six (6) direct sales
representatives and 21 manufacturers sales representatives with coverage throughout the United
States. The Company also utilizes direct mail, trade
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show attendance, trade advertising, and a web site to promote the benefits of its products to home
care dealers. Additionally, the Company actively seeks to increase professional awareness of its
products through professional advertising and participation in professional meetings.
Home oxygen therapy markets outside the United States are, in most cases, at a much earlier
stage of development. In many countries, these patients are cared for in institutional settings.
As the trend develops to move patients into home care, opportunities for the Companys products
should increase. Sales of conservers in Europe, Canada, and Japan have become an important part of
the Companys business. Based on industry market research projections, the Company expects the
international market to increase to 150% of the U.S. potential over the next five (5) to ten (10)
years.
The Company has entered into exclusive distributorship agreements in Germany, Japan,
Australia, and several other countries. The Company also has non-exclusive distributors in many
other countries.
Sales outside of the United States subject the Company to certain risks, including those
involving political and economic factors, interruption of shipments of products, currency
fluctuations and devaluations, and governmental restrictions and regulations.
Customers, Backlog and Orders
The Company presently has an active list of over 4,000 dealer and hospital customers. Based
upon information developed from various lists the Company believes that there are approximately
7,000 to 8,000 home oxygen dealers and 3,000 general hospitals in the United States that are
potential customers or customer sources for the Company. Of these 7,000 to 8,000 home care
providers, approximately 48% are represented by three (3) major national chain accounts. One (1)
national chain customer accounted for 36%, 36%, and 27% of net sales during 2006, 2005, and 2004,
respectively, and one (1) other chain accounted for 11% and 14% of sales in 2005 and 2004,
respectively. One non-chain customer accounted for 11% of sales in 2006.
Financial Information Relating to Foreign and
Domestic Operations and Export Sales
(in 000s)
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2006 |
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2005 |
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2004 |
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Sales |
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United States |
|
$ |
17,996 |
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|
$ |
22,912 |
|
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$ |
20,498 |
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Canada |
|
|
193 |
|
|
|
306 |
|
|
|
303 |
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Japan |
|
|
506 |
|
|
|
405 |
|
|
|
238 |
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Europe |
|
|
3,337 |
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|
|
418 |
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278 |
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All other countries |
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|
322 |
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|
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246 |
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224 |
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Total |
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$ |
22,354 |
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|
$ |
24,287 |
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|
$ |
21,541 |
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All identifiable assets are located in the United States.
At March 31, 2006, the Company had no backlog of orders for any of its products. The Company
presently endeavors to maintain sufficient inventory to ship all of its products immediately upon
receipt of orders. The Company believes that maintaining such levels of inventory is necessary to
meet the requirements of its customers.
9
Competition
Competition in the Companys market has increasingly focused upon pricing, rather than product
features. The Company is aware of several demand-valve, electronically controlled devices
currently being marketed. Of these devices, those that have been the principal competitors of the
OXYMATIC conserver in the past were targeted primarily to a specific segment of the market liquid
oxygen usage. Several companies, including Caire Inc. and Puritan Bennett, market small (3.4 to
5.5 pounds) portable liquid oxygen systems incorporating simple oxygen conserving devices that
double the useful life of these systems. Some of these companies have substantially greater
marketing and financial resources than the Company. However, these units are more expensive than
systems utilizing the OXYMATIC conservers and still require the supplier to make frequent and
costly oxygen deliveries. The Company does not know the levels of sales achieved by the companies
marketing these systems.
Several of these competitors are now marketing conservers in direct competition with the
Companys OXYMATIC electronic and CYPRESS pneumatic conservers. Some of these conservers provide
only two-to-one (2:1) to three-to-one (3:1) savings ratios compared to continuous flow. As a
result, these units, while weighing about the same as the OXYMATIC conserver, provide only
one-third (1/3) or one-half (1/2) as much ambulation time. In addition, the Company is aware of
two (2) companies marketing oxygen conserving devices that claim similar oxygen savings ratios as
the OXYMATIC conserver. The Company believes that some of these competitors have been able to
offer their oxygen conservers as part of a bundle of products with perceived pricing advantages
over the Companys products. The Company does not know the level of sales achieved by these
companies.
There are several other types of portable oxygen systems which compete with the Companys
OXYMATIC conservers but do not utilize oxygen conserving devices. Aluminum and steel oxygen
cylinders with continuous flow regulators are utilized by some oxygen suppliers as portable
systems. Although they do provide users with some portability, their size and bulk limit their use
by patients who need or want to be truly ambulatory. The most commonly used of these cylinders is
approximately three (3) feet high, weighs over 20 pounds, and provides an average patient with less
than five (5) hours of oxygen. These systems are enjoying some level of success due to their lower
unit-price advantage. The OXYMATIC electronic and CYPRESS pneumatic conservers allow the use of
smaller, lighter cylinders and thus provides greater mobility.
Until the availability of portable systems utilizing the OXYMATIC conservers and the
previously cited changes in Medicare oxygen reimbursement, liquid oxygen was the modality of choice
for truly mobile users. Portable liquid oxygen systems that weigh 3.4 to 10 (ten) pounds, provide
an average patient with six (6) to eight (8) hours of oxygen, compared to the smallest OXYLITE
system which weighs 4.5 pounds and provides an average patient with 7.3 hours of oxygen. These
systems are more costly than systems utilizing the OXYMATIC conservers and require frequent and
expensive (often weekly) deliveries of bulk liquid oxygen to the patients home. In addition, the
patient must remain within range of the base unit for refilling, unlike with the systems utilizing
the OXYMATIC conservers with which a patient can take as many cylinders as needed to provide the
amount of time necessary to be away from the base unit.
The Company is aware of one (1) combination oxygen concentrator and refilling station being
marketed in competition with the TOTAL O2 system. This system is larger and heavier and
does not contain some of the integrated features found in the TOTAL O2 system. In
addition, another competitor has recently introduced a refilling station that also competes with
the TOTAL O2 system. These competitors have substantially greater financial and
marketing resources than the Company and have used these resources to aggressively market their
products. The Company does not know the level of sales achieved for these systems by the
competition.
10
Patents and Trademarks
The Company regards the products that it develops or licenses and its manufacturing processes
as proprietary and relies on a combination of patents, trademarks, trade secret laws, and
confidentiality agreements to protect its rights in its products. U.S. patents have been issued
covering the original OXYMATIC conserver, the Lotus conserver, the CYPRESS OXYPneumatic conserver,
the TOTAL O2 Delivery System, and the SAGE Oxygen Therapeutic Device. A number of
foreign patent applications pertaining to the Companys activities have also been issued.
The Company pursues a policy of obtaining patents for appropriate inventions related to
products marketed or manufactured by the Company. The Company considers the patentability of
products developed for it to be significant to the success of the Company. To the extent that the
products to be marketed by the Company do not receive patent protection, competitors may be able to
manufacture and market substantially similar products. Such competition could have an adverse
impact upon the Companys business.
There can be no assurance that patents, domestic or foreign, will be obtained with respect to
the Companys products, or that, if issued, they will provide substantial protection or be of
commercial benefit to the Company. In addition, the patent laws of foreign countries may differ
from those of the United States as to the patentability of the Companys products and processes
and, accordingly, the degree of protection afforded by foreign patents may be more or less than in
the United States.
In the United States, although a patent has a statutory presumption of validity, the issuance
of a patent is not conclusive as to such validity or as to the enforceable scope of its claims
therein. The validity and enforceability of a patent can be attacked by litigation after its
issuance by the U.S. Patent and Trademark Office. If the outcome of such litigation is adverse to
the owner of the patent in that the patent is held to be invalid, other parties may then use the
invention covered by the patent. Accordingly, there can be no assurance that patents with respect
to the Companys products, if issued, will afford protection against competitors with similar
products, nor can there be any assurance that the patents will not be infringed upon or designed
around by others.
Through patent searches, contacts in the industry, and representations and indemnities
received from licensors and development partners, the Company seeks to ensure that its products do
not infringe on the intellectual property rights claimed by others. However, interpretation of the
scope and validity of existing patent rights may differ, and no assurance can be given that the
Company products will in all cases not infringe on the rights of others. Moreover, any dispute
regarding potential infringement may require substantial management and financial resources to
defend.
The Company has obtained U.S. registration for the trademarks OXYMIZER, OXYMATIC, LOTUS,
OXYPneumatic, CHAD, OXYCOIL, and TOTAL O2. A series of foreign applications to
register the trademark OXYMIZER in a number of countries of commercial interest to the Company
have been filed.
Governmental Regulation
The commercialization of the OXYMIZER, OXYMATIC, LOTUS, CYPRESS, TOTAL O2, and SAGE
devices is subject to the Federal Food, Drug and Cosmetic Act (the Food and Drug Act) and to
regulations issued thereunder. The Company anticipates that commercialization of other devices
that it intends to market will also be subject to the Food and Drug Act. The Food and Drug Act is
administered by the FDA, which has authority to regulate the marketing, manufacturing, labeling,
packaging, and distribution of products subject to the Food and Drug Act. In addition, there are
requirements under other federal laws and under state, local, and foreign statutes that may apply
to the manufacture and marketing of the Companys products. The Medical Device Amendments of 1976
to the Food and Drug
11
Act (the Amendments) and the Safe Medical Device Act of 1990 significantly extended the authority of the
FDA to regulate the commercialization of medical devices. The Amendments established three (3)
classifications of medical devices: Class I, Class II, and Class III. With respect to all three
(3) classes, the general provisions of the Food and Drug Act prohibit adulteration and misbranding.
A medical device may be adulterated if the device is or could be adversely affected by its methods
of manufacture, storage, or packaging. A medical device may be misbranded if its labeling is false
or misleading or if its labeling does not contain specific information required by law applicable
to such type of device. In addition, failure to register a medical device covered under the Food
and Drug Act will render it misbranded under the Food and Drug Act.
All manufacturers of medical devices must register with the FDA and list all medical devices
produced by them. This listing must be updated annually. In addition, prior to commercial
distribution of additional devices, the manufacturer must file with the FDA and receive approval
prior to the commencement of such commercial distribution, a notice setting forth certain
information about the device, including the classification into which the manufacturer believes it
falls.
Class I devices are subject only to the general controls concerning adulteration, misbranding,
good manufacturing practices, record keeping, and reporting requirements. Class II devices must,
in addition, comply with performance standards as promulgated by the FDA.
The Company has registered with the Bureau of Medical Devices of the FDA as a Medical Device
Establishment and with the Department of Health Services of the State of California as a Medical
Device Manufacturer. In addition, the Company has developed procedures to comply with FDA
standards concerning good manufacturing practices, record keeping, and reporting and is ISO 134850
certified.
The Company has been granted permission by the FDA to market the OXYMIZER and the OXYMIZER
Pendant as Class I devices. Permission has been granted to market the OXYMATIC, the CYPRESS
OXYPneumatic, the LOTUS Electronic Oxygen conserver, the OXYCOIL, the TOTAL O2 Delivery
System, and the SAGE Oxygen Therapeutic Device as Class II devices.
Employees
As of June 27, 2006, CHAD had 115 full-time employees and two (2) part-time employees with 57
of the Companys employees engaged in manufacturing and the remaining are engaged in marketing,
sales, administration, and management. None of the Companys employees is represented by unions,
and the Company believes its employee relations are satisfactory. The Company will employ
additional personnel in all phases of its activities as required by the growth in its activities.
The number of additional personnel will be dependent on sales levels of individual products.
Item 1A. Risk Factors.
Because of the following risk factors, past performance may not be indicative of our future
operating results. Forward-looking statements in this report reflect the Companys current views
and expectations. However, such forward looking statements are subject to the risks and
uncertainties described herein which may cause future operating results to differ materially from
currently anticipated results.
Our future results depend upon our ability to successfully introduce new products.
We operate in a market which is subject to continuing technological change. In order to stay
abreast of new technological developments, we must continually improve our products. Moreover,
there
12
is significant price pressure on our primary product line, oxygen conservers. As a result, in
order to mitigate the price pressure on our conservers, we must introduce innovative new products
and we are seeking to expand our product offerings.
There are a number of significant risks involved with new product introductions. Problems
encountered in the design and development of new products or in obtaining regulatory clearances to
market the products may impair our ability to timely introduce any new product. Competitors may
leapfrog our development efforts, particularly if our development efforts are delayed.
The commercial success of any new products we do introduce will depend upon the health care
communitys perception of such products capabilities, clinical efficacy and benefit to patients.
In addition, prospective sales will be impacted by the degree of acceptance achieved among home
care providers and patients requiring supplementary oxygen. Our prospective customers may be
reluctant to try unproven products which we introduce. Our ability to successfully introduce new
products in a new market sector such as the sleep disorder market will also be complicated by our
lack of experience in this market. Thus, the success of any new products we may introduce is
unpredictable and our future results may suffer if we are unable to successfully introduce new
products.
Our operating results, profitability and operating margins have been adversely affected by
price pressure on our principal products.
During the past several years, there has been significant price pressure on oxygen conservers
and therapeutic devices. Thus, though our unit sales of conservers and therapeutic devices in
fiscal 2006 was roughly the same as in fiscal 2005, revenues from the sales of such products
declined by 11.3%. This trend is magnified by the continuing consolidation of the home care
industry as national chains typically negotiate for quantity discounts. We expect continuing price
pressure on our principal products for the foreseeable future.
We are highly dependent upon a limited number of large customers, which may increase the
volatility of our future operating results.
The home health care industry is undergoing significant consolidation. As a result, the
market for our products is increasingly influenced by major national chains. Four major national
chains accounted for 43% of our sales for the year ended March 31, 2006, down from 53% in the prior
year. One customer accounted for 36% of sales in both fiscal 2006 and 2005. One non-chain
customer accounted for 11% of sales for the year ended March 31, 2006. Future sales may be
increasingly dependent upon a limited number of customers which increases the risk that our
financial performance may be adversely affected if one or more of these customers reduces their
purchases of our products or terminates its relationship with us. During the past two years, a
significant decline in orders from one national chain contributed to our decline in revenues.
We are dependent upon a single product line, which increases our vulnerability to adverse
developments affecting the market for supplementary oxygen.
Although we market a range of products, all of our current products are designed for patients
requiring supplementary oxygen. Unlike some of our competitors, we are not a diversified provider
of home health care products. As a result, our future performance is dependent upon developments
affecting this narrow segment of the health care market. Adverse regulatory or economic
developments affecting the market for supplementary oxygen will have a significant impact on our
performance.
Changes and prospective changes in the administration of health care may disrupt the market
for our products, resulting in decreased profitability.
13
Approximately 80% of home health care patients are covered by Medicare and other government
programs. Federal law has altered the payment rates available to providers of Medicare services.
The Medicare Improvement and Modernization Act of 2003 has resulted in several years of reductions
in reimbursement for home oxygen. In February 2006, reimbursement procedures were modified again,
with a new requirement that ownership of home oxygen equipment be transferred to the patient after
36 months. New proposals related to reimbursement for home health care are routinely introduced in
Congress.
As a result, we expect changes in reimbursement policies to continue to exert downward
pressure on the average selling price of our products. Moreover, the uncertainty resulting from
constant change in reimbursement policies has had a deleterious affect upon our market, causing
many home care providers to delay or cut back their product purchase plans as they seek to evaluate
the impact of the new policies.
We operate in a highly competitive environment which has contributed to our reduced operating
margins.
Our success in the early 1990s drew a significant number of competitors into the home oxygen
market. Some of these competitors have substantially greater marketing and financial resources
compared with those of the Company. While we believe that our product features and reputation for
quality will continue to be competitive advantages, we note that our market is increasingly
dominated by price competition. Some of our competitors have successfully introduced lower priced
products that do not provide oxygen conserving capabilities comparable to our products. We expect
competition to remain keen, with continuing emphasis on price competition for oxygen conservers and
therapeutic devices.
If we are unable to stay abreast of continuing technological change, our products may become
obsolete, resulting in a decline in sales and profitability,
The home health care industry is characterized by rapid technological change. Our products
may become obsolete if we do not stay abreast of such changes and introduce new and improved
products. We have limited internal research and development capabilities. Historically, we have
contracted with outside parties to develop new products. Some of our competitors have
substantially greater funds and facilities to pursue development of new products and technologies.
If we are unable to maintain our technological edge, our product sales will likely decline, as will
our profitability.
Failure to protect our intellectual property rights could result in a loss of market share.
The success of our business is dependent to a significant extent upon our ability to develop,
acquire and protect proprietary technologies related to the delivery of supplementary oxygen. We
pursue a policy of protecting our intellectual property rights through a combination of patents,
trademarks, license agreements, confidentiality agreements and protection of trade secrets. To the
extent that our products do not receive patent protection, competitors may be able to market
substantially similar products, thereby eroding our market share. Moreover, claims that our
products infringe upon the intellectual property rights of any third party could impair our ability
to sell certain products or could require us to pay a license fee, thereby increasing our costs.
Our profitability would be adversely affected if we incur uninsured losses due to product
liability claims.
The nature of our business subjects us to potential legal actions asserting that we are liable
for personal injury or property loss due to alleged defects in our products. Although we maintain
product liability insurance in an amount which we believe to be customary for our size, there can
be no assurance that the insurance will prove sufficient to cover the costs of defense or and
adverse judgments entered
14
against the Company. To date, we have not experienced any significant
losses due to product liability claims. However, given the use of our products by infirm patients,
there is a continuing risk that such claims will be asserted against us.
Our dependence upon third party suppliers exposes us to the risk that our ability to deliver
products may be adversely affected if the suppliers fail to deliver quality components on a timely
basis.
While we perform most of our manufacturing internally, some of our products depend upon
components or processes provided by independent companies. We expect to continue to use outside
firms for various processes for the foreseeable future. From time to time, we have experienced
problems with the reliability of components produced by third party suppliers. We do not have any
long term supply contracts that are not readily terminable and we believe there are alternative
sources of supply with respect to all the components we acquire from third parties. Nonetheless,
any reliability or quality problem encountered with a supplier could disrupt our manufacturing
process, thereby delaying our ability to timely deliver product and potentially harming our
reputation with our customers.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
The Companys offices and manufacturing facilities are situated in premises located in
Chatsworth, California, and consist of approximately 55,500 square feet, at a monthly rental fee of
$34,000 pursuant to a lease expiring in June 2008. Management believes this facility should
adequately handle the Companys needs for the foreseeable future. The Company does not own any
real property and does not anticipate acquiring any in the foreseeable future.
Item 3. Legal Proceedings.
The Company becomes involved in legal proceedings in the ordinary course of business. The
Company maintains product liability insurance in an amount it deems customary in the industry for
protection of the Company against potential product liability claims. Although the Company
believes its product liability insurance is sufficient and no pending legal proceeding poses a
material threat, no assurance can be given that pending or future proceedings will not have a
material impact on the Companys financial condition or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
The information required herein is hereby incorporated by reference to the information
contained under the caption Corporate Data in the Companys Annual Report.
Item 6. Selected Financial Data.
The information required herein is hereby incorporated by reference to the information
contained under the caption Selected Financial Data in the Companys Annual Report.
15
Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
The information required herein is hereby incorporated by reference to the information
contained under the caption Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Companys Annual Report.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk.
The Company has no significant exposure to market risk sensitive instruments or contracts.
Item 8. Financial Statements and Supplementary Data.
The information required herein is hereby incorporated by reference to the Financial
Statements and the Notes thereto contained in the Companys Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures. An evaluation as of the end of the
period covered by this report was carried out under the supervision and with the participation of
our management, including our principal executive officer and principal financial officer, of the
effectiveness of our disclosure controls and procedures, as such term is defined under Rule
13a-15(e) and Rule 15d 15 (e) promulgated under the Securities Exchange Act of 1934, as amended
(the Exchange Act). Based on their evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures are effective to ensure
that we record, process, summarize, and report information required to be disclosed by us in our
reports filed under the Securities Exchange Act within the time periods specified by the Securities
and Exchange Commissions rules and forms.
(b) Changes in Internal Control Over Financial Reporting. There have not been any changes in
the Companys internal control over financial reporting during our fourth (4th) fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting
Item 9B. Other Information.
None
16
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Directors in Class I and Class II have supplied the following information pertaining to
their age and principal occupation or employment during the past five (5) years:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
|
Director Since |
|
Class I |
|
|
|
|
|
|
Philip T. Wolfstein (1) (2) (3) |
|
55 |
|
Director |
|
1994 |
James M. Brophy (1) (2) (3) |
|
56 |
|
Director |
|
2000 |
Kathleen M. Griggs (1) (3) (4) |
|
51 |
|
Director |
|
2003 |
|
|
|
|
|
|
|
Class II |
|
|
|
|
|
|
Thomas E. Jones |
|
62 |
|
Chairman and Director |
|
1997 |
John C. Boyd (2) (3) |
|
73 |
|
Director |
|
1986 |
Earl L. Yager |
|
60 |
|
Chief Executive Officer,
President and
Director |
|
1988 |
|
|
|
(1) |
|
Member of Audit Committee
|
|
(2) |
|
Member of Compensation Committee |
|
(3) |
|
Member of Corporate Governance Committee |
|
(4) |
|
Audit Committee Expert |
Class I Directors
Philip T. Wolfstein has been a director of the Company since October 1994. As of April 2005,
Mr. Wolfstein is an International Trade consultant. From July 2004 to 2005, Mr. Wolfstein was
Executive Vice President of Sales, Marketing and Business Development for Bay World, Ltd. and, from
June 2001 to 2004, was Managing Director, Southern California, for PM Global Food LLC. From 1976
to 2001, he was President and a Director of Wolfstein International, Inc., an international trading
company. Mr. Wolfstein served on the Executive Committee of the United States Meat Export
Federation (USMEF) from 1998 to 2004 and held all Board positions from Representative to Chairman
from November 1997 to 2003. He is also a member of the USMEFs exporter committee and remains
actively engaged in eliminating trade barriers for U.S. products.
James M. Brophy has been a director of the Company since September 2000. Mr. Brophy is a
hospital executive and from 2003 to 2005 he was the Senior Vice President of Truman Medical
Centers. From 2001 to 2002, Mr. Brophy was the President of Missouri Baptist Medical Center. In
2000, Mr. Brophy was the Deputy Executive Director of Truman Medical Centers and from 1992 to 1999,
Mr. Brophy was President of Saint Lukes Northland and St. Lukes Hospitals. Mr. Brophy has served
in the health care field as a senior executive and administrator since 1974. Mr. Brophy is
currently a Fellow of the American College of Healthcare Executives and is a past member of the
Board of Directors of HealthNet, Premier Alliance Insurance Company, and the Illinois Hospital
Association.
Kathleen M. Griggs has served as a director of the Company since September 2003. Ms. Griggs
is currently a financial consultant and served as the Executive Vice President and Chief Financial
Officer of SonicWALL, Inc., a publicly held Internet security system manufacturer from July 2003 to
October 2004. Ms. Griggs served as Executive Vice President and Chief Financial Officer of QAD
Inc., a publicly held provider of enterprise resource planning software, from March of 2000 to July
of 2003. From 1999 to 2000, Ms. Griggs served as the chief financial officer of Adept Technology,
a publicly held automation software and hardware manufacturer in San Jose, California. From 1997
to 1999, she served as CFO for Borland Software Corporation, a publicly held software company. Prior to that, she was
17
employed in several positions in accounting and financial management. Ms. Griggs has served as the
Chief Financial Officer of publicly held companies for a total of eight (8) years and the Corporate
Governance Committee has determined she has the expertise to serve as Chairman of the Audit
Committee. Ms. Griggs received a Bachelor of Science degree in Business Administration from the
University of Redlands and a Master of Business Administration degree from the University of
Southern California in Los Angeles.
Class II Directors
Thomas E. Jones was elected Chairman effective January 1, 2003, and was Chief Executive
Officer of the Company from April 1, 1998 to March 31, 2004, and a director since October 1997.
From 1996 to 1997, Mr. Jones was an independent consultant to numerous companies in the health care
field, including the Company from March 1997. From 1973 to 1996, Mr. Jones was employed by Nellcor
Puritan Bennett Corporation and its predecessor, Puritan Bennett, Inc., a major manufacturer of
respiratory products where Mr. Jones served in a number of positions leading up to Senior Vice
President and General Manager of home care business from 1989 to 1996. Mr. Jones was a director of
the Compressed Gas Association for 16 years, including a one-year term as Chairman, and was a
director of the International Oxygen Manufacturers Association for eight (8) years. Mr. Jones is
currently a member of the Engineering Advisory Board at the University of Kansas.
John C. Boyd has been a director of the Company since May 1986. Prior to his retirement in
1994, Mr. Boyd was General Manager of Dunaway Equipment Co., Inc., a company specializing in the
sale and service of equipment in the logging industry. From 1982 to 1991, Mr. Boyd was President
of Beaty Leasing & Rental, an automobile leasing and rental firm which he founded. From 1969 to
1982, he served as Personnel Director and Manager of Marketing Administration for Riker
Laboratories, Inc., a major manufacturer and distributor of pharmaceuticals and health care
products.
Earl L. Yager has served as a director of the Company since July 1988. Mr. Yager was
appointed Chief Executive Officer effective April 1, 2004, and has served as the President of the
Company since January 2003. Mr. Yager has also served as the Companys Chief Operating Officer from
September 2000 to April 2004, Executive Vice President from April 1999 to September 2000, Senior
Vice President from April 1995 to September 2000, and as Chief Financial Officer from May 1983 to
April 2004. Mr. Yager has been a certified public accountant since 1970 and is a member of the
American Institute of Certified Public Accountants.
Board Compensation
Each non-employee director is entitled to receive his expenses and a fee of $1,000 for each
Board meeting attended and $100 for each committee meeting attended unless the committee meeting
occurs on the same day as the Board meeting, in which event, each non-employee director receives
only the fee for attending a Board meeting. In addition, each non-employee director receives a
quarterly retainer in the amount of $2,500, and the Audit Committee chairman receives a quarterly
retainer in the amount of $3,250. Non-employee directors may receive equity grants upon their
election to the Board and receive annual, restricted stock grants for common shares having a value
of $20,000 on the date of the grant. Directors who are also employees do not receive separate
compensation for services as directors.
Section 16 Beneficial Ownership Reporting
Under the Federal securities laws, the Companys directors, its executive officers and any
persons holding more than ten (10) percent of the Companys common stock are required to report
their ownership of the Companys common stock and any changes in that ownership to the Securities
and Exchange Commission on Form 3, for an initial report of securities ownership, and on Forms 4 or
5, for
18
reports of changes in security ownership. Such directors, executive officers and ten (10)
percent shareholders are also required by Securities and Exchange Commission rules to furnish the Company with copies of all
Section 16(a) forms they file. Specific due dates for these reports have been established and the
Company is required to report in this Proxy Statement any failure to file by these dates during the
most recent fiscal year or prior fiscal years. Based on the written representations of its
directors and executive officers and its ten (10) percent shareholders and copies of the reports
that they have furnished to the Company, the Company believes that the Companys directors and
executive officers and ten (10) percent shareholders timely filed all reports required under
Section 16(a) in fiscal 2006.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to our employees (including our
principal executive officer, chief financial officer and controller). A copy of our Code of
Business Conduct and Ethics can be found under the Investor Relations section of our website at
www.chadtherapeutics.com. The information on our website is not incorporated by reference in this
Form 10-K. We may post amendments to, or waivers of, the provisions of the Code of Business
Conduct and Ethics, if any, made with respect to any of our directors and executive officers on
that website.
Executive Officers
The executive officers of the Company are:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
|
Thomas E. Jones
|
|
|
62 |
|
|
Chairman |
Earl L. Yager
|
|
|
60 |
|
|
President and Chief Executive Officer |
Alfonso Del Toro
|
|
|
48 |
|
|
Vice President, Manufacturing |
Tracy A. Kern
|
|
|
38 |
|
|
Chief Financial Officer |
Erika Laskey
|
|
|
40 |
|
|
Vice President, Sales and Marketing |
Kevin McCulloh
|
|
|
45 |
|
|
Vice President, Engineering |
Paula OConnor
|
|
|
53 |
|
|
Secretary |
Samuel Patton
|
|
|
45 |
|
|
Vice President, Quality Assurance and Regulatory
Affairs |
Oscar J. Sanchez
|
|
|
64 |
|
|
Vice President, Business Development |
Alfonso Del Toro was appointed Vice President, Manufacturing of the Company in January 1998.
Mr. Del Toro was the Companys Manufacturing Manager from January 1997 to December 1997. From 1993
to 1996, Mr. Del Toro was Manufacturing Manager for VIA Medical Corp. From 1986 to 1993, Mr. Del
Toro was employed by Nellcor, Inc., a major manufacturer of respiratory products where he served in
several positions leading up to Senior Principal Manufacturing Engineer.
Tracy Kern was appointed Chief Financial Officer in April 2004. Ms. Kern was Cost Accounting
Manager from January 2003 to March 2004. From 1997 to 2002, Ms. Kern was employed by KPMG LLP,
where she held a number of positions leading up to the position of Audit Manager. Ms. Kern is a
certified public accountant.
Erika Laskey was appointed Vice President, Sales and Marketing of the Company in April 2002.
Ms. Laskey was Director of Sales and Marketing from January 2001 to March 2002. From 1992 to 2000,
Ms. Laskey was employed by Mallinckrodt, Inc. (formerly Nellcor Puritan-Bennett) where she held a
number of sales positions leading up to the position of Global Account Business Manager.
Kevin McCulloh was appointed Vice President, Engineering of the Company in March 2000. Mr.
McCulloh was Engineering Manager from March 1999 to February 2000, and was Manufacturing
19
Engineer from July 1998, when he joined the Company, to March 1999. From 1982 to 1998, Mr. McCulloh was
employed by Litton Life Support where he had broad based experience in product design
and development leading up to the position of Senior Design Engineer.
Paula OConnor was appointed Secretary in September 2004. Ms. OConnor has been Executive
Assistant to the Chairman and the Chief Executive Officer of the Company since June 1998.
Samuel Patton was appointed Vice President, Quality Assurance and Regulatory Affairs in April
2005. Mr. Patton was an independent consultant in the quality systems area for the health care
field from January 2004 to March 2005. From 2000 to 2003 Mr. Patton was employed by Medtronic,
Inc. as Director of Cardiac Rhythm Management Global Quality Systems.
Oscar J. Sanchez was appointed Vice President, Business Development of the Company in March
2000. Mr. Sanchez served as the Companys Vice President of Engineering and Development from
September 1996 to February 2000, Vice President of Manufacturing from April 1993 to August 1996,
and Manufacturing Manager from April 1983 to April 1993. Prior to these assignments with the
Company, Mr. Sanchez occupied various positions of responsibility in Engineering and Management
both inside and outside the U.S., the most recent as Director of Manufacturing for Riker
Laboratories in Mexico City. Mr. Sanchez has been an active member of the Society of Manufacturing
Engineers for 20 years where he served two (2) terms as elected Chairman of the Los Angeles
Chapter.
For the biographies of Messrs. Jones and Yager, see Directors.
Item 11. Executive Compensation.
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Long-Term |
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Compensation Awards |
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Annual Compensation |
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Securities |
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All Other |
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Salary |
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Bonus |
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Underlying |
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Compensation |
Name and |
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(1) |
|
Options |
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(2) |
Principal Position |
|
Year |
|
($) |
|
($) |
|
(#) |
|
($) |
|
Thomas E. Jones |
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2006 |
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|
160,000 |
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7,550 |
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Chairman |
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2005 |
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160,000 |
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24,000 |
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3,450 |
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2004 |
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160,000 |
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10,583 |
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Earl L. Yager |
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2006 |
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240,000 |
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3,000 |
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President and Chief |
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2005 |
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235,500 |
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24,975 |
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7,500 |
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Executive Officer |
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2004 |
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222,000 |
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7,000 |
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Alfonso Del Toro |
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2006 |
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142,200 |
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7,052 |
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Vice President, |
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2005 |
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138,000 |
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12,420 |
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6,500 |
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Manufacturing |
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2004 |
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138,000 |
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8,694 |
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6,098 |
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Erika Laskey |
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2006 |
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169,200 |
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27,554 |
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6,991 |
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Vice President, |
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2005 |
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163,560 |
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33,000 |
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6,500 |
|
Sales and Marketing |
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2004 |
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166,290 |
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32,246 |
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5,953 |
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Kevin McCulloh |
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2006 |
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148,800 |
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7,135 |
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Vice President, |
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2005 |
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138,000 |
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16,560 |
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6,500 |
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Engineering |
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2004 |
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138,000 |
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8,694 |
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6,098 |
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(1) |
|
Annual bonus amounts are earned and accrued during the fiscal years indicated and paid
within 30 days subsequent to the end of the fiscal year indicated. |
|
(2) |
|
These amounts consist of contributions by the Company in 2006, 2005, and 2004 to the CHAD
Therapeutics, Inc. Employee Savings and Retirement Plan. |
20
Option Grants for the Year Ended March 31, 2006:
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Potential Realized Value at |
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% of Total |
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Assumed Annual Rates of |
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Options Granted |
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Exercise |
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Stock Price Appreciation |
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Options |
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to Employees |
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Price ($) Per |
|
Expiration |
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for Option Term |
Name |
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Granted |
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During 2006 |
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Share |
|
Date |
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5% |
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10% |
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NONE |
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Aggregated Option Exercises in Last Fiscal and Option Values at March 31, 2006:
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Shares |
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Number of Securities |
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Acquired |
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Underlying Unexercised |
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Value of Unexercised In- |
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on |
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Options at March 31, 2006 |
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The-Money Options at |
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Exercise |
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Value |
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Exercisable/ |
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March 31, 2006 Exercisable/ |
Name |
|
(#) |
|
Realized |
|
Unexercisable |
|
Unexercisable |
|
Thomas E. Jones |
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-0- |
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-0- |
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128,000/ |
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$210,000/ |
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Earl L. Yager |
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-0- |
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-0- |
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88,000/ |
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150,000/ |
|
Alfonso Del Toro |
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|
-0- |
|
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|
-0- |
|
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40,000/ |
|
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73,000/ |
|
Erika Laskey |
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|
-0- |
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-0- |
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31,000/9,000 |
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62,000/ |
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Kevin McCulloh |
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-0- |
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-0- |
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41,000/ |
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23,000/16,000 |
|
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee are, or formerly were, officers or employees
of the Company or had any relationship requiring disclosure under Item 404 of Regulation S-K.
Furthermore, none of the executive officers of the Company served as a member of the Board of
Directors, Compensation Committee or committee performing equivalent functions of any other public
company.
Employment Agreement
Effective April 1, 1998, the Company and Thomas E. Jones entered into an employment agreement,
which was amended on January 1, 2003, pursuant to which the Company employs Mr. Jones as Chairman
of the Board of Directors (the Employment Agreement). The Employment Agreement, as amended,
provides a base salary of $160,000 per year, which amount is subject to annual review by the Board
of Directors. In addition, Mr. Jones is eligible to receive a bonus in an amount to be determined
by the Board of Directors. Mr. Jones is entitled to participate in all stock option, severance and
benefit plans adopted by the Company. The Employment Agreement does not have a specific term. The
Employment Agreement may be terminated at any time by the Company, with or without cause, and may
be terminated by Mr. Jones upon 90 days notice. If Mr. Jones resigns or is terminated for cause
(as defined in the Employment Agreement), he is entitled to receive only his base salary and
accrued vacation through the effective date of his resignation or termination. If Mr. Jones is
terminated without cause after March 31, 2000, he is entitled to receive a severance benefit in
accordance with the Companys Severance and Change of Control Plan (the Plan) or, if such Plan is
not applicable, a severance benefit equal to 200% of his salary and incentive bonus for the prior
fiscal year. A description of the Plan is set forth below.
21
Severance and Change of Control Plan
The Company has adopted a Severance and Change of Control Plan pursuant to which nine (9) of
the Companys officers have entered into Severance and Change of Control Agreements with the
Company (the Severance Agreements). The Severance Agreements provide that the executive officer
is entitled to a lump sum severance benefit equal to 200% of his aggregate compensation for the
prior calendar year (the amounts vary for other officers) if the officer is terminated without
cause (as defined in the Severance Agreements) and not offered a comparable position within 60 days
or if the executive suffers a change in duties, in either case, within 24 months of a Change of
Control or Ownership Change of the Company (as defined in the Severance Agreements). If any
payment due a named executive officer pursuant to the Severance Agreements would be deemed an
excess parachute payment under Section 280G of the Internal Revenue Code, then the Company may
reduce such payment to the extent necessary to avoid all taxes and penalties under Section 280G.
Separately, the Company provided for accelerated vesting of all outstanding options upon a Change
of Control or Ownership Change of the Company.
A change in duties is defined in the Severance Agreements to include, among other things, an
involuntary reduction in authority, any reduction in annual salary, a reduction of 10% or more in
aggregate compensation or re-location to a site more than 50 miles from the executives principal
place of employment.
A Change of Control or Ownership Change shall be deemed to have occurred if (i) as a result of
a tender offer or sale of stock any person acquires 20% or more of the Companys Common Stock, (ii)
the Company merges into another corporation or, as a result of a merger, shareholders of the
Company own less than 70% of the voting stock of the surviving entity, (iii) more than one third
(1/3) of the Companys directors are replaced during any 12-month period by directors who were not
endorsed by a majority of the Board, (iv) the Company is dissolved or sells substantially all of
its assets, or (v) any other event occurs which the Board of Directors deems to constitute an
Ownership Change.
Equity Compensation Plan Information
The following table provides information as of March 31, 2006, with respect to the shares of
our common stock that may be issued under our existing equity compensation plans.
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|
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|
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|
|
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|
|
Number of Securities |
|
|
|
Number of Securities to |
|
|
Weighted-Average |
|
|
Remaining Available for |
|
|
|
be Issued Upon |
|
|
Exercise Price of |
|
|
Future Issuance Under |
|
|
|
Exercise of |
|
|
Outstanding |
|
|
Equity Compensation Plans |
|
|
|
Outstanding Options, |
|
|
Options, Warrants, |
|
|
[Excluding Securities |
|
Plan Category |
|
Warrants, and Rights |
|
|
and Rights |
|
|
Reflected in Column (a)] |
|
|
|
|
|
(a) |
|
|
|
(b) |
|
|
|
(c) |
|
|
|
|
1994 Stock Option
Plan |
|
|
940,000 |
|
|
|
$2.16 |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity
Compensation Plan |
|
|
45,000 |
|
|
|
$3.47 |
|
|
|
705,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
985,000 |
|
|
|
|
|
|
|
705,000 |
|
|
|
|
|
|
|
|
|
|
|
|
22
REPORT OF THE COMPENSATION COMMITTEE
The information contained in this report is not to be deemed soliciting material or to be
filed with the Securities and Exchange Commission, nor is such information to be incorporated by
reference into any future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by
reference.
All members of the Compensation Committee are independent, non-employee directors. The
Compensation Committee is responsible for reviewing the Companys compensation policies and making
recommendations to the Board with respect to executive compensation.
The Companys compensation policies are designed to:
|
|
|
Attract and retain well-qualified executives who are willing to work in a
small, growing company; |
|
|
|
|
Create a performance-oriented environment which recognizes both annual and
long-term results; |
|
|
|
|
Strengthen the identification of executive officers with shareholder
interests; and |
|
|
|
|
Reward long-term commitment to the Company. |
Compensation of the Companys executive officers is composed primarily of salary, bonuses and
stock options.
1.
Salaries Salaries for executive officers are established with a view toward maintaining the
Companys competitive ability to retain well-qualified executive officers. The Compensation
Committee reviews the Report on Executive Compensation In the Medical Equipment and Supply Industry
(the Report on Executive Compensation) as reported by Top Five Data Services in establishing
salaries for its executive officers. The Report on Executive Compensation reports on the execution
compensation of 300 U.S.-based, publicly traded companies in the medical equipment and supply
industry. The Compensation Committee generally seeks to fix executive salaries at or near the
midpoint for positions of comparable responsibility pursuant to the Report on Executive
Compensation. In addition, the Compensation Committee reviews executive pay in relation to
competitive salaries in the Southern California area. Salaries are reviewed annually by the
Compensation Committee, which consults with the Chief Executive Officer on the appropriate salary
levels for each of the executive officers. Salary levels are generally increased as executives
assume new or expanded responsibilities.
2. Bonuses
The Company has an incentive bonus plan with fixed performance standards. Bonuses are
payable yearly, based upon the extent to which the specified performance standards have been
satisfied. Thirty percent of the target amount is based on the achievement of sales, forty percent
is based on earnings before income taxes, and thirty percent is based on individual job performance
objectives. In addition, the Vice President of Sales and Marketing receives incentive compensation
based on achievement of tiered sales goals. Please refer to the Summary Compensation Table for
bonuses paid for the year ended March 31, 2006.
3. Equity
Grants Equity Grants are intended to strengthen the identification of executive
officers with the interests of the Companys shareholders. Equity grants are used by the
Compensation Committee as a form of long-term incentive compensation and not as remuneration for
the past years services. Equity grants are also issued to a broad range of employees for the
purpose of strengthening the relationship between the employees and the Company. The Compensation
Committee makes equity grants and fixes their terms subject to the provisions of the Companys
equity compensation plan adopted on September 9, 2004. There are no fixed performance criteria
that govern the equity grants. The Compensation Committees standards for determining the number
of equity grants are subjective. The Compensation Committee confers with the Chief Executive
Officer regarding the contribution which each executive officer made to the Companys performance
during previous years and likely future
23
contributions in order
to determine if equity grants should be made and, if so, the appropriate amount to be granted. The
Compensation Committee generally makes grants as a reward for sustained superior performance
reflected in the Companys operating results as well as to reward long-term commitment to the
Company. Equity grants are generally structured to provide executives with an incentive to
continue with the Company. In this regard, consideration is given to the number of equity grants
and options held by an officer, the exercise price and vesting dates. All grants are issued at a
price not less than the fair market value of the stock on the date of the grant, generally vest
over a period of two (2) to five (5) years, and only attain a value if the price of the stock
increases.
Basis for Compensation of the CEO
During the fiscal year ending March 31, 2006, Earl L. Yager received total annual compensation
of $240,000. The factors considered in establishing the base salary, bonus, and equity grants for
Mr. Yager were the same as described above in the description of our compensation policies. The
Committee also notes the following: Mr. Yagers base salary in 2006 reflected an increase of
approximately 5% over his base salary for 2005. This increase was approved in order to maintain
Mr. Yagers base salary at the approximate mid-point for CEOs of comparably sized medical equipment
manufacturers as set forth in the Report on Executive Compensation. No bonus was paid to Mr. Yager
for the 2006 fiscal year. In addition to the sales and earnings before income taxes applicable to
all persons eligible for an incentive bonus, the personal objectives for Mr. Yager in fiscal 2006
included maintaining shareholder value and overseeing certain product development projects and
sales and marketing objectives. No equity grants were made to Mr. Yager during the year ended
March 31, 2006, notwithstanding the Committees view that Mr. Yager achieved significant success
during the year in positioning the Company for future opportunities. However, the Committee noted
that Mr. Yager has a significant equity stake in the Company, as he currently owns 88,107 options
and 269,131 shares (2.7%) of the Companys common shares.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code disallows a tax deduction to publicly held
companies for compensation paid to certain of their executive officers, to the extent that
compensation, whether payable in cash or stock, exceeds $1 million per covered officer in any
fiscal year. The limitation applies only to compensation that is not considered to be
performance-based. Non-performance-based compensation paid to the Companys executive officers for
the 2005 fiscal year did not exceed the $1 million limit per officer, and the Committee does not
anticipate that any non-performance-based compensation payable in cash to the executive officers
for the 2006 fiscal year will exceed that limit. Accordingly, the Committee has decided not to take
any action at this time to limit or restructure the elements of cash compensation payable to the
Companys executive officers but will reconsider this decision should the individual cash
compensation of any executive officer ever approach the $1 million level. The Companys Stock
Option Plan has been structured so that any compensation deemed paid by the Company in connection
with the exercise of option grants made under that plan with an exercise price equal to the fair
market value of the option shares on the grant date will qualify as performance-based compensation
that will not be subject to the $1 million limitation on deductibility.
Submitted by the Compensation Committee
John C. Boyd (Chairman)
Philip T. Wolfstein
James M. Brophy
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth as of May 30, 2006, the ownership of the Common Shares by those
persons known by the Company to own beneficially five percent (5%) or more of such shares, by each
24
director who owns any such shares, and by all officers and directors of the Company as a group:
|
|
|
|
|
|
|
|
|
Name and Address (1) |
|
Amount (2) |
|
Percent Owned |
|
Thomas E. Jones |
|
|
328,573 |
|
|
|
3.2 |
% |
Earl L. Yager |
|
|
269,131 |
|
|
|
2.7 |
% |
John C. Boyd |
|
|
188,129 |
|
|
|
1.9 |
% |
Philip T. Wolfstein |
|
|
185,497 |
|
|
|
1.8 |
% |
James M. Brophy |
|
|
53,579 |
|
|
|
0.5 |
% |
Kathleen M. Griggs |
|
|
27,905 |
|
|
|
0.3 |
% |
All Officers & Directors as a group (11 people) |
|
|
1,398,569 |
|
|
|
13.8 |
% |
Kevin Kimberlin (3) |
|
|
836,560 |
|
|
|
8.2 |
% |
(1) |
|
The address of each director is 21622 Plummer Street, Chatsworth, CA 91311. |
|
(2) |
|
Includes shares subject to options which are currently exercisable or which become
exercisable within sixty (60) days: Thomas E. Jones 127,779 shares, John C. Boyd 62,485
shares, Philip T. Wolfstein 68,665 shares, James M. Brophy 43,174 shares, Kathleen M.
Griggs 15,000 shares, Earl L. Yager 88,107 shares, all
Officers and Directors as a group
558,210 shares. |
|
(3) |
|
Mr. Kimberlins address is c/o Spencer Trask, 535 Madison Avenue, New York, NY 10022. |
Item 13. Certain Relationships and Related Transactions.
None.
Item 14. Principal Accountant Fees and Services.
Accountant Fees and Services
During the fiscal years ended March 31, 2006 and 2005, KPMG LLP provided various audit,
audit-related and non-audit services to us as follows:
|
|
|
|
|
|
|
|
|
Fee Category |
|
Fiscal 2006 Fees |
|
|
Fiscal 2005 Fees |
|
Audit Fees
Aggregate fees billed for professional services rendered for the audit of our 2006 and 2005
fiscal year annual financial statements and review of
financial statements included in our quarterly reports
on Form 10-Q or services that are normally provided
in connection with statutory and regulatory filings or
engagements for the 2006 and 2005 fiscal years |
|
$ |
154,000 |
|
|
$ |
145,150 |
|
|
|
|
|
|
|
|
|
|
Audit-Related
Fees Aggregate fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of
our financial statements which are not reported under
Audit Fees above |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
Aggregate fees billed for tax compliance and tax planning |
|
|
21,500 |
|
|
|
17,750 |
|
|
|
|
|
|
|
|
|
|
All Other Fees
Aggregate fees billed for products and services provided other than as described in the
preceding three (3) categories |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees |
|
$ |
175,500 |
|
|
$ |
162,900 |
|
|
|
|
|
|
|
|
25
Our Audit Committee has considered whether provision of the above services other than audit
services is compatible with maintaining the independent accountants independence and has
determined that such services have not adversely affected KPMG LLPs independence.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Accountants
The Audit Committees policy is to pre-approve all audit and permissible non-audit services
provided by the independent accountants. These services may include audit services, audit-related
services, tax services, and other services. Pre-approval is generally provided for up to one (1)
year and any pre-approval is detailed as to the particular service or category of services and is
generally subject to a specific budget. The independent accountants and management are required to
periodically report to the Audit Committee regarding the extent of services provided by the
independent accountants in accordance with this pre-approval and the fees for the services
performed to date. The Audit Committee may also pre-approve particular services on a case-by-case
basis.
Since the May 6, 2003, effective date of the Securities and Exchange Commission rules stating
that an auditor is not independent of an audit client if the services it provides to the client are
not appropriately approved, each new engagement of KPMG LLP was approved in advance by the Audit
Committee, and none of those engagements made use of the de minimus exception to pre-approval
contained in the SECs rules.
AUDIT COMMITTEE REPORT
The
following is the report of the Audit Committee of the Board of Directors of the Company. The information contained in this report shall not be deemed to be soliciting material or to be
filed with the Securities and Exchange Commission, nor shall such information be incorporated by
reference into any future filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates
it by reference in such filing.
On behalf of the Board of Directors, the Audit Committee monitors the Companys financial
reporting processes and internal controls, as well as the Companys relationship with its
independent accountants and the performance of such accountants. All of the members of the Audit
Committee are independent directors, and the Chairman of the Audit Committee has been determined to
have the expertise to serve as chairman by the Corporate Governance Committee. The Board of
Directors has adopted a charter for the Audit Committee, which can be accessed under the Investor
Relations section on CHADs website.
Management has the primary responsibility for preparation of the Companys financial reports,
the Companys financial reporting systems, and its internal controls. The Audit Committee is not
intended to supersede in any respect managements responsibilities in this regard. Management has
represented to the Audit Committee that the Companys financial statements were prepared in
accordance with generally accepted accounting principles, and the Audit Committee has reviewed and
discussed such financial statements with management and with the Companys independent accountants.
The Audit Committee has also discussed with the independent accountants their evaluation of the
Companys financial reporting systems and internal controls, their plan of audit for fiscal 2006,
the application of new accounting principles to the Companys financial statements, and other
matters required to be communicated to the Committee by the independent accountants pursuant to
standards established by the American Institute of Certified Public Accountants.
26
The Audit Committee has received from the independent accountants a letter addressing matters
which might bear on the independence of the accountants as required by Independence Standards Board
Standard No. 1. The Audit Committee has discussed independence issues with the accountants and has
reviewed their fees and scope of services rendered to the Company. The Audit Committee has
discussed the performance of the independent accountants with the Companys management.
In reliance on the foregoing, the Audit Committee has recommended to the Board of Directors
the inclusion of the audited financial statements in the Companys Annual Report on Form 10-K for
the year ended March 31, 2006.
Submitted by the Audit Committee of the Board of Directors,
Kathleen M. Griggs, Chairman
James M. Brophy
Philip T. Wolfstein
27
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) (1) Financial Statements.
Included in Part II of this Report:
Report of Independent Registered Public Accounting Firm
Balance Sheets March 31, 2006 and 2005
Statements of Operations Years ended March 31, 2006, 2005, and 2004.
Statements of Shareholders Equity Years ended March 31, 2006, 2005, and 2004.
Statements of Cash Flows Years ended March 31, 2006, 2005, and 2004.
Notes to Financial Statements.
(a) (2) Financial Statement Schedules.
See Notes to Financial Statements.
(3) Exhibits.
3.1 Articles of Incorporation of the Registrant, as amended*****
3.2 Bylaws of the Registrant, as amended*
10.5 Pulser System License Agreement, as amended, with Robert E. Phillips, Brian L. Tiep,
M.D., and Ben A. Otsap. (The Pulser System is now called the OXYMATIC.)*
10.20 OXYCOIL tubing License Agreement with Mary Smart (licensed under the name
Respi-Coil).***
10.23 Summary plan description for CHAD Therapeutics, Inc. Employee Savings and
Retirement Plan****
10.24 1994 Stock Option Plan******
10.25 Lease on real property at 21622 Plummer Street, Chatsworth, California******
10.26 TOTAL O2 Delivery System License Agreement, as amended, with the Carleton
Life Support Division of Litton Industries, Inc.*******
10.27 2004 Equity Incentive Plan************
13.1 Annual Report to Shareholders for the year ended March 31, 2006
23.1 Consent of Independent Registered Public Accounting Firm
28
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Letter from the FDA authorizing the Company to market the OXYMIZER oxygen
conserving device as a Class I device*
99.2 Letter from the FDA authorizing the Company to market the OXYMIZER Pendant oxygen
conserving device as a Class I device**
99.3 Letter from the FDA authorizing the Company to market the OXYMATIC electronic
oxygen conserver as a Class II device***
99.4 Letter from the FDA authorizing the Company to market the OXYCOIL coiled oxygen
tubing as a Class II device***
99.5 Letter from the FDA authorizing the Company to market the TOTAL O2
Delivery System as a Class II device*******
99.6 Letter from the FDA authorizing the Company to market the OXYMATIC 411 conserver as a
Class II device********
99.7 Letter from the FDA authorizing the Company to market the OXYMATIC 401A and 411A
conservers as Class II devices********
99.8 Letter from the FDA authorizing the Company to market the TOTAL O2 Post
Valve Cylinders*********
99.9 Letter from the FDA authorizing the Company to market the CYPRESS OXYPneumatic
conserver**********
99.10 Letter from the FDA authorizing the Company to market the SAGE Oxygen Therapeutic
Device***********
99.11 Letter from the FDA authorizing the Company to market the LOTUS Electronic Oxygen
Conserver*************
99.12
Press release dated June 29, 2006.
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* |
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Previously filed as an Exhibit to the Registrants Registration Statement on Form S-18,
File No. 2-83926. |
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** |
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Previously filed as an Exhibit to the Registrants Annual Report on Form 10-K for the year
ended March 31, 1984. |
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*** |
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Previously filed as an Exhibit to the Registrants Annual Report on Form 10-K for the year
ended March 31, 1986. |
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**** |
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Previously filed as an Exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 1993. |
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***** |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 1994. |
29
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****** |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 1996. |
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******* |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the year
ended March 31, 1998. |
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******** |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the year
ended March 31, 2001. |
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********* |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 2002. |
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********** |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 2003. |
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*********** |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 2004. |
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************ |
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Previously filed as Appendix A of the Registrants Proxy Statement for the 2004 Annual
Shareholders Meeting. |
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************* |
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Previously filed as an exhibit to the Registrants Annual Report on Form 10-K for the
year ended March 31, 2005. |
30
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, 2006.
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CHAD THERAPEUTICS, INC. |
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By
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/s/ Earl L. Yager
Earl L. Yager, Chief Executive Officer
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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.
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Signature |
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Title |
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Date |
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/s/ Thomas E. Jones
Thomas E. Jones
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Chairman of the Board of Directors
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June 29, 2006 |
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/s/ Earl L. Yager
Earl L. Yager
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Chief Executive Officer, President,
and Director
(Principal Executive Officer)
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June 29, 2006 |
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/s/ Tracy A. Kern
Tracy A. Kern
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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June 29, 2006 |
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/s/ Kathleen M. Griggs
Kathleen M. Griggs
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Director
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June 29, 2006 |
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/s/ John C. Boyd
John C. Boyd
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Director
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June 29, 2006 |
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/s/ Philip T. Wolfstein
Philip T. Wolfstein
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Director
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June 29, 2006 |
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/s/ James M. Brophy
James M. Brophy
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Director
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June 29, 2006 |
31
Exhibit Index
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Exhibit No. |
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Document |
13.1
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Annual Report to Shareholders for the year ended March 31, 2006 |
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23.1
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Consent of Independent Accountant |
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31.1
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Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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31.2
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Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.12
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Press release dated June 29, 2006 |