Table of Contents

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**Amendment No. 1**

 

**x****      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2010**

 

**o****         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 0-21609**

 

**CHASE PACKAGING CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Texas**                                                      | ** ** | **93-1216127**                       |
|----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |       | (I.R.S. Employer Identification No.) |
|                                                           |       |                                 |
| **636 River Road, Fair Haven, NJ**                             | ** ** | **07704**                            |
| (Address of principal executive offices)                       |       | (Zip Code)                           |

 

Registrant’s telephone number, including area code:  (**732) 741.1500**

 

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

 

Securities registered pursuant to Section 12(g) of the Act:  **Common Stock, par value $.10 per share**

 

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 x

 

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 x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x  No o

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was $479,919.

 

Number of shares of common stock outstanding as of April 20, 2011:  15,536,275

 

 

 

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Table of Contents

 

**Chase Packaging Corporation**

 

**TABLE OF CONTENTS**

 
| PART III                                                                                                     | 4  |
|-------------------------------------------------------------------------------------------------------------------|----|
| Item   10.  *Directors,   Executive Officers and Corporate Governance*                                       | 4  |
| Item 11.  *Executive Compensation*                                                                           | 7  |
| Item 12.  *Security Ownership of Certain Beneficial Owners and Management and   Related Stockholder Matters* | 7  |
| Item 13.  *Certain Relationships and Related Transactions, and Director   Independence*                      | 9  |
| Item 14.  *Principal Accounting Fees and Services*                                                           | 9  |
| PART IV                                                                                                      | 10 |
| Item 15.  *Exhibits and Financial Statement Schedules*                                                       | 10 |
| SIGNATURES                                                                                                        | 11 |

 

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**EXPLANATORY NOTE**

 

Chase Packaging Corporation (the “*Company*,” “*Chase*,” “*we*” or “*us*”) is filing this Amendment No. 1 on Form 10-K/A (“*Amended Report*”) to its Annual Report on Form 10-K for the period ended December 31, 2010, which was filed with the Securities and Exchange Commission (“*SEC*”) on March 31, 2011 (“*Original Report*”), for the sole purpose of including disclosures under Part III, Items 10 through 14, of Form 10-K, which were not included in the Original Report. Our definitive proxy statement for our 2011 Annual Meeting of Stockholders will not be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2010; therefore, we are filing this Amended Report to provide the incorporated information within the required time period.

 

Except as described above, the Company has not modified or updated disclosures presented in the Original Report in this Amended Report. Accordingly, this Amended Report does not reflect events occurring after the filing of our Original Report or modify or update those disclosures, including the exhibits to the Original Report, affected by subsequent events. As such, our Original Report continues to speak as of March 31, 2011 (the date it was filed with the SEC). Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amended Report under Item 15 of Part IV hereof.

 

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**PART III**

 

**Item 10.  *Directors, Executive Officers and Corporate Governance.***

 

***Board of Directors***

 

Information concerning each member of Chase’s Board of Directors is set forth below:

 
| **Name, Age, and Business Experience**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Positions with Company**                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|
| **Allen T. McInnes, Ph.D., 73**

Joined   the Board of Directors in 1993 and has served as Chairman of the Board,   President, and Treasurer of the Company since 1997; Director of TGC   Industries, Inc. (“TGC”), a company engaged in the geophysical services   industry, since 1993; Chairman of the Board of TGC from 1993 to 2004;   Director of Tetra Technologies, a chemical manufacturer, since 1993;   President and Chief Executive Officer of Tetra Technologies, Inc. from   April 1996 to January 2000; and Dean of the Rawls College of   Business at Texas Tech University from September 2001 to present.  Dr. McInnes was selected to serve as a   director of the Company due to his extensive background as an experienced   leader of major organizations, his experience serving on the boards of other   public companies, and his experience as chief executive officer of another   public company.  In addition, Dr. McInnes’   current position as Dean of the Business School at Texas Tech University   provides the Board with a link to recent developments in business management   practices.                                                                                                                                                                                                                                                                                                                        |       | Chairman   of the Board,

President   and Treasurer |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                                |
| **Herbert   M. Gardner, 71**

Vice   President of the Company since 2001; was a Director of the Company from 1996   to 1997 and rejoined the Board of Directors in 2001; Director of TGC Industries, Inc.   (“TGC”), a company engaged in the geophysical services industry, since 1980;   Executive Vice President of Barrett-Gardner Associates, Inc., a private   merchant banking firm, from November 2002 until June 2009; and   previously Senior Vice President of Janney Montgomery Scott LLC, an   investment banking firm, from 1978 to 2002; Chairman of the Board of Supreme   Industries, Inc. (“*Supreme*”), a   manufacturer of specialized truck bodies and shuttle buses, since 1979; Chief   Executive Officer of Supreme from 1979 to January 2011; President of   Supreme from June 1992 to February 2006; Director of Rumson-Fair   Haven Bank and Trust Company, a New Jersey state independent, commercial bank   and trust company, since 2000; former Director of Nu-Horizons Electronics   Corp., an electronics component distributor, from 1984 until January 2011;   and former Director of MKTG, Inc., a marketing and sales promotion   company from 1997 until January 2010.    Mr. Gardner was selected to serve as a director of the Company   because of his strong executive management skills, his business acumen, and   his experience as chief executive officer of another public company. |       | Vice   President and

Director                      |

 

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| **Name, Age, and Business Experience**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **Positions with Company** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|
| **William J. Barrett, 71**

Secretary   of the Company since 2001, was a Director of the Company from 1996 to 1997,   and rejoined the Board of Directors in 2001; Director of TGC Industries, Inc.   (“TGC”), a company engaged in the geophysical services industry, since 1980;   Secretary of TGC from 1986 to November 1997; President of   Barrett-Gardner Associates, Inc., a private merchant banking firm, from   November 2002 until June 2009; and since then President of W. J.   Barrett Associates, Inc.; previously Senior Vice President of Janney   Montgomery Scott LLC, an investment banking firm, from 1978 to 2002;   Director, Executive Vice President, and Secretary of Supreme Industries, Inc.,   a manufacturer of specialized truck bodies and shuttle buses, since 1979;   Chairman of the Board of Rumson-Fair Haven Bank and Trust, a New Jersey state   independent, commercial bank and trust company, since 2000; Director of   MassMutual Corporate Investors, a close-end investment company, since July of   2006; and a Director of MassMutual Participation Investors, a close-end   investment company, since July of 2006.    Mr. Barrett brings to the Board keen business and financial   judgment and an extraordinary understanding of the Company’s business,   history, and organization, as well as extensive leadership experience. |       | Secretary   and Director             |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       |                                 |
| **Edward   L. Flynn, 76**

Director   of the Company since 2007; Director of TGC Industries, Inc. (“TGC”), a   company engaged in the geophysical services industry, since 1999; Owner of   Flynn Meyer Company, a management company for the restaurant industry, since   1976; Director and Treasurer of Citri-Lite Co., a soft drink company, since   1994; Director of Supreme Industries, Inc., a manufacturer of   specialized truck bodies and shuttle buses, since 2007; and Director of   Bioject Medical Technologies Inc., a medical device company, since 2007.  Mr. Flynn is an experienced leader of   large organizations and brings to the Board strong executive management   skills and experience serving on the boards of other public companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | Director                             |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       |                                 |
| **Wayne   A. Whitener, 59**

Director   of the Company since 2009; Mr. Whitener has been Director of TGC   Industries, Inc. (“TGC”), a company engaged in the geophysical services   industry, since 1984; President of TGC since July 1986; Chief Executive   Officer of TGC since 1999; Chief Operating Officer of TGC from July 1986   to December 1998; Vice President of TGC from 1983 to July 1986; and   a Director of Supreme Industries, Inc., a manufacturer of specialized   truck bodies and shuttle buses, since 2008.    As the principal executive officer of another public company, Mr. Whitener   provides valuable insight and guidance on the issues of corporate strategy   and risk management.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | Director                             |

 

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***Executive Officers***

 

The following table sets forth certain information concerning the persons who serve as executive officers of the Company and who will continue to serve in such positions at the discretion of the Board of Directors.

 
| Allen   T. McInnes   |   | 73     |   | Chairman,   President, and Treasurer              |
|----------------------|--------|--------|--------|---------------------------------------------------|
|                 |   |   |   |                                              |
| Herbert   M. Gardner |   | 71     |   | Vice   President                                  |
|                 |   |   |   |                                              |
| William   J. Barrett |   | 71     |   | Secretary                                         |
|                 |   |   |   |                                              |
| Ann   C. W. Green    |   | 69     |   | Chief   Financial Officer and Assistant Secretary |

 

Additional information regarding Messrs. McInnes, Gardner, and Barrett is included in the foregoing information relating to the Board of Directors.  Ms. Green has served as Chief Financial Officer and Assistant Secretary of the Company since 2001.  She is Vice President of W. J. Barrett Associates, Inc., a private merchant banking firm.  Ms. Green also serves as Assistant Secretary of each of Supreme Indiana Operations, Inc., a specialized manufacturer of truck bodies and shuttle buses, and TGC Industries, Inc., a geophysical services company.  She previously served for 15 years as Assistant Vice President of Janney Montgomery Scott, LLC, an investment banking firm.

 

**Section 16(a) Beneficial Ownership Reporting Compliance**

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors and executive officers, and persons who own more than 10% of the Company’s common stock, par value $.10 per share (the “*Common Stock*”), to file with the SEC certain reports of beneficial ownership of Common Stock.  Based solely on copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all applicable Section 16(a) filing requirements were complied with by its directors, officers, and 10% shareholders during the last fiscal year.

 

**Committees**

 

The Board of Directors has not designated any committees.  Since the Company is a development stage company, the Board of Directors believes that it adequately performs all necessary functions regarding governance of the Company.

 

**Code of Ethics**

 

The Board of Directors has not adopted a code of ethics that applies to its executive officers.  Since the Company is a development stage company with no operations and since only one of its executive officers receives compensation, the Board of Directors believes that a code of ethics is not necessary to deter wrongdoing and to promote honest and ethical conduct and accurate disclosure in the Company’s public communications.

 

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**Item 11.  *Executive Compensation***

 

Commencing November 1, 2007, the Company’s Board of Directors agreed to pay the Company’s Chief Financial Officer an annual salary of $17,000.  No other officers of the Company receive compensation other than reimbursement of out-of-pocket expenses incurred in connection with Company business and development.  There were no equity awards at fiscal year-end.

 

**Summary Compensation Table**

 
| **Name and   Principal   Position** | ** ** | **Year** | ** ** | **Salary** | ** ** | **Bonus** | ** ** | **Stock   Awards** | ** ** | **Option   Awards** | ** ** | **Non-Equity   Incentive Plan   Compensation ($)** | ** ** | **Nonqualified   Deferred   Compensation   Earnings ($)** | ** ** | **All Other   Compensation** | ** ** | **Total** | ** ** |
|------------------------------------------|------------|----------|------------|------------|------------|-----------|------------|--------------------|------------|---------------------|------------|--------------------------------------------------------------|------------|----------------------------------------------------------------|------------|-----------------------------------|------------|-----------|------------|
|                                     |       |     |       |       |       |      |       |               |       |                |       |                                                         |       |                                                           |       |                              |       |      |       |
| Ann C. W. Green,                         |       | 2010     |       | $          | 17,000     |      | -0-        |               | -0-        |                | -0-        |                                                         | -0-        |                                                           | -0-        |                              | -0-        |      | $          | 17,000 |   |
| Chief   Financial Officer                |       | 2009     |       | $          | 17,000     |      | -0-        |               | -0-        |                | -0-        |                                                         | -0-        |                                                           | -0-        |                              | -0-        |      | $          | 17,000 |   |

 

***Director Compensation***

 

Directors of the Company are not paid fees, but are reimbursed for expenses incurred in connection with attendance at meetings of the Board of Directors and out-of-pocket expenses incurred in connection with Company business and development.

 

**Item 12.  *Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.***

 

The following tabulation sets forth the names of those persons known to management to be beneficial owners of more than five percent of the Common Stock as of April 20, 2011.  The tabulation also sets forth information with respect to the Common Stock which is beneficially owned by each director and executive officer of the Company, and by all directors and executive officers of the Company as a group, as of April 20, 2011 (including shares beneficially owned by such persons, pursuant to the rules of beneficial ownership, as a result of the ownership of certain warrants and other securities convertible into Common Stock) according to data furnished by the persons named.  Persons having direct beneficial ownership of Common Stock possess the sole voting and dispositive power in regard to such stock.  As of April 20, 2011 there were 15,536,275 shares of Common Stock outstanding.

 
| **Name and Address of   Beneficial Owner**     | ** ** | **Title of   Class** | ** ** | **Amount and Nature of   Beneficial Ownership** | ** ** | **Approximate   Percentage   of Class (1)** | ** ** |
|--------------------------------------------------------------------|------------|---------------------------|------------|---------------------------------------------------------------------|------------|-------------------------------------------------------|------------|
| Allen   T. McInnes   636 River Road   Fair Haven, NJ  07704   |       | Common                    |       | 4,938,954                                                           | (5)        | 26.9                                                  | %          |
|                                                               |       |                      |       |                                                                |       |                                                  |       |
| Herbert   M. Gardner636 River RoadFair Haven, NJ  07704       |       | Common                    |       | 4,348,673                                                           | (2)(5)     | 23.9                                                  | %          |
|                                                               |       |                      |       |                                                                |       |                                                  |       |
| William   J. Barrett   636 River Road   Fair Haven, NJ  07704 |       | Common                    |       | 4,582,405                                                           | (3)(5)     | 24.4                                                  | %          |

 

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| **Name and Address of   Beneficial Owner**           | ** ** | **Title of   Class** | ** ** | **Amount and Nature of   Beneficial Ownership** | ** **   | **Approximate   Percentage   of Class (1)** | ** ** |
|--------------------------------------------------------------------------|------------|---------------------------|------------|---------------------------------------------------------------------|--------------|-------------------------------------------------------|------------|
| Edward   L. Flynn   75-11 Myrtle Avenue   Glendale, NY  11385       |       | Common                    |       | 1,640,359                                                           | (4)(5)       | 9.8                                                   | %          |
|                                                                     |       |                      |       |                                                                |         |                                                  |       |
| Wayne   A. Whitener   101 E. Park Blvd., Ste 955   Plano, TX  75074 |       | Common                    |       | 42,738                                                              |         | *                                                     |       |
|                                                                     |       |                      |       |                                                                |         |                                                  |       |
| Ann   C. W. Green   636 River Road   Fair Haven, NJ 07704                |       | Common                    |       | 744,775                                                             | (5)          | 4.7                                                   | %          |
|                                                                     |       |                      |       |                                                                |         |                                                  |       |
| All   directors & officers as a group (6 persons)               |       | Common                    |       | 16,297,904                                                          | (2)(3)(4)(5) | 63.0                                                  | %          |

 

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(1) The percentage calculations have been made in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, based on number of shares outstanding plus the Common Stock underlying the warrants and Series A Convertible Preferred Stock.

 

(2) Includes 167,590 shares of Common Stock owned by Herbert M. Gardner’s wife.  Mr. Gardner has disclaimed beneficial ownership of these shares.

 

(3) Includes 286,345 shares of Common Stock owned by William J. Barrett’s wife.  Mr. Barrett has disclaimed beneficial ownership of these shares.

 

(4) Includes 167,000 shares of Common Stock owned by Edward L. Flynn’s wife.  Mr. Flynn has disclaimed beneficial ownership of these shares.

 

(5) Includes the Common Stock underlying warrants and Series A Preferred Stock held by the following directors and executive officers:

 
| **Beneficial Owner** | ** ** | **Number of Common   Shares Underlying   Series A Preferred   Beneficially Owned** | ** ** | **Number of Common   Shares Underlying   Warrants   Beneficially Owned** | ** ** |
|---------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------|------------|
| ** **                | ** ** | ** **                                                                                                       | ** ** | ** **                                                                                   | ** ** |
| Allen T. McInnes          |       | 2,087,000                                                                                                        |       | 766,500                                                                                      |       |
| Herbert M. Gardner(1)     |       | 1,934,000                                                                                                        |       | 712,500                                                                                      |       |
| William J. Barrett(2)     |       | 2,937,000                                                                                                        |       | 245,500                                                                                      |       |
| Edward L. Flynn(3)        |       | 906,000                                                                                                          |       | 334,000                                                                                      |       |
| Ann C. W. Green           |       | 319,000                                                                                                          |       | 118,500                                                                                      |       |

 

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(1) Includes 239,000 and 89,000 shares of Common Stock underlying Series A Preferred Stock and warrants, respectively, held by the named person’s spouse.  Mr. Gardner has disclaimed beneficial ownership of the shares.

 

(2) Includes 453,000 and 167,000 shares of Common Stock underlying Series A Preferred Stock and warrants, respectively, held by the named person’s spouse.  Mr. Barrett has disclaimed beneficial ownership of the shares.

 

(3) Includes 453,000 shares and 167,000 shares of Common Stock underlying Series A Preferred Stock and warrants, respectively, held by the named person’s spouse.  Mr. Flynn has disclaimed beneficial ownership of the shares.

 

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Depositories such as The Depository Trust Company (Cede & Company) as of April 20, 2011 held, in the aggregate, more than 5% of the then outstanding Common Stock voting shares.  The Company understands that such depositories hold such shares for the benefit of various participating brokers, banks, and other institutions which are entitled to vote such shares according to the instructions of the beneficial owners thereof.  The Company has no reason to believe that any of such beneficial owners hold more than 5% of the Company’s outstanding voting securities.

 

**Item 13.  *Certain Relationships and Related Transactions, and Director Independence.***

 

**Independence**

 

The Common Stock is quoted on the over-the-counter market operated by Pink OTC Markets Inc., which does not impose any director independence requirements.  Using the director independence requirements set forth in NASDAQ rule 5605(a)(2), the Company has only one independent director, Mr. Edward L. Flynn.

 

**Transactions and Relationships Involving Our Directors and Executive Officers**

 

The Company did not engage in any transaction during the 2010 fiscal year, and does not currently propose to enter into any transaction, in which any related person had or will have a direct or indirect material interest in excess of $120,000.

 

**Item 14. * Principal Accounting Fees and Services***

 

**Audit Fees**

 

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the independent registered public accounting firm for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Forms 10-Q were $22,500 and $19,500 for 2010 and 2009, respectively.

 

**Audit-Related Fees**

 

None.

 

**Tax Fees**

 

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent registered public accounting firm for the preparation of the Company’ corporate tax returns were $3,000 and $2,675 for 2010 and 2009, respectively.

 

**All Other Fees**

 

None.

 

The Board of Directors, which functions as the audit committee, makes reasonable inquiry as to the independence of the Company’s independent registered public accounting firm based upon the considerations set forth in Rule 2-01 of Regulation S-X, including the examination of representation letters furnished by the independent registered public accounting firm.

 

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**PART IV**

 

**Item 15.  *Exhibits and Financial Statement Schedules.***

 

(a)                                  The following documents are filed as a part of this report:

 

(3)                                  Exhibits:  The information required by this Item 15(a)(3) is set forth in the Index to Exhibits accompanying this report.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                        | **CHASE PACKAGING CORPORATION** |
|-----------------------------|---------------------------------|
|                        |                            |   |
| Date:   April 22, 2011 | By:                             | /s/   Allen T. McInnes |
|                        |                            | Allen   T. McInnes |
|                        |                            | Chairman   of the Board, President and |
|                        |                            | Treasurer |
|                        |                            | (Principal   Executive Officer) |

 

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**INDEX TO EXHIBITS**

 
| **EXHIBIT   NO.** | ** ** | **DESCRIPTION**                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1               |       | Articles   of Incorporation, as amended, of the Company filed as Exhibit 3.1 to the   Company’s Form 10-SB, as amended, dated October 24, 1996, filed   with the Securities and Exchange Commission and incorporated herein by   reference.                                                                                                                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.2               |       | Articles   of Amendment to the Articles of Incorporation of the Company filed as   Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and   Exchange Commission on June 9, 2008, and incorporated herein by   reference.                                                                                                                                        |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.3               |       | Amended   and Restated Bylaws of the Company dated March 28, 2008, filed as Exhibit 3.1   to the Company’s Form 8-K filed with the Securities and Exchange   Commission on April 3, 2008, and incorporated herein by reference*. *                                                                                                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.1               |       | Form of   Registration Rights Amendment, dated as of September 7, 2007, by and   among the Company and certain purchasers named therein, filed as   Exhibit 4.1 to the Company’s Form 10-QSB/A for the quarterly period   ended September 30, 2007, filed with the Securities and Exchange   Commission on May 5, 2008, and incorporated herein by reference. |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2               |       | Form of   Amendment Number One to Registration Rights Agreement, dated as of   April 30, 2008, by and among the Company and certain purchasers named   therein, filed as Exhibit 4.1 to the Company’s Form 8-K filed with   the Securities and Exchange Commission on May 5, 2008, and incorporated   herein by reference.                                         |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3               |       | Form of   Securities Purchase and Subscription Agreement, dated as of September 7,   2007, by and among the Company and certain purchasers named therein, filed as   Exhibit 10.1 to the Company’s Form 8-K filed with the Securities   and Exchange Commission on September 11, 2007, and incorporated herein   by reference.                                     |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4               |       | Statement   of Resolution Establishing Series A 10% Convertible Preferred Stock of   the Company, filed as Exhibit 10.3 to the Company’s Form 8-K filed   with the Securities and Exchange Commission on September 11, 2007, and   incorporated herein by reference.                                                                                                    |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.5               |       | Form of   Warrant Agreement and Warrant Certificate dated as of September 7, 2007,   filed as Exhibit 10.4 to the Company’s Form 8-K filed with the   Securities and Exchange Commission on September 11, 2007, and   incorporated herein by reference.                                                                                                            |
|              |       |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.6               |       | Statement   of Resolution Regarding Series of Preferred Stock of the Company dated   November 9, 2007, filed as Exhibit 4.6 to the Company’s Form 10-Q   for the quarterly period ended June 30, 2008, filed with the Securities   and Exchange Commission on August 13, 2008, and incorporated herein by   reference.                                        |

 

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| **EXHIBIT   NO.** | ** ** | **DESCRIPTION**                                                                                                                                                                                                                                                      |
|-------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       |                                                                                                                                                                                                                                                                 |
| 4.7               |       | Statement   of Resolution Regarding Series of Preferred Stock of the Company, filed   as Exhibit 4.1 to the Company’s Form 8-K filed with the Securities   and Exchange Commission on May 21, 2008, and incorporated herein by   reference. |
|              |       |                                                                                                                                                                                                                                                                 |
| 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 the 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 the 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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  *Filed herewith.

**Previously filed on March 31, 2011 as an exhibit to our original Annual Report on Form 10-K.

 

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