UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C., 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
Of Report (Date Of Earliest Event
Reported): 6/23/2006
OXIS
International, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
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DE
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94-1620407
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of Principal Executive Offices, Including Zip Code)
(650)
212-2568
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act(17CFR240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act(17CFR240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act(17CFR240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
On
June
23, 2006, OXIS International, Inc. (“OXIS”) entered into a Mutual Services
Agreement (the “Agreement”) with its majority owned subsidiary, BioCheck, Inc.
(“BioCheck”).
Pursuant
to the Agreement, each of OXIS and BioCheck will provide certain services to
the
other corporation, with services to be charged at an hourly rate with an
overhead surcharge, on a monthly billing cycle. Under the Agreement, the
services that BioCheck will provide include manufacturing the bulk of OXIS’
research assay test kits, assisting in packaging and shipping such research
assay test kits to OXIS customers, and undertaking research and development
of
certain new OXIS research assay test kits on a case by case basis to be agreed
upon between the parties. OXIS will provide services to BioCheck, including
marketing and sales, website management and materials requirement and control
systems.
OXIS
has
agreed to pay an outstanding balance due to BioCheck for services provided
prior
to this Agreement, after offset for services provided by OXIS to BioCheck prior
to this Agreement, on or before June 30, 2006.
The
Agreement terminates on December 6, 2009, or earlier upon mutual consent of
the
parties, upon 90 day prior written notice by either party, by either party
if a
monthly billing is unpaid after 60 days if a 15 day notice and opportunity
to
cure has been provided, or upon a material breach of the Agreement after 30
days’ notice and opportunity to cure the breach.
The
foregoing summary of the material terms of the Agreement is qualified in its
entirety by the text of the Agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
10.1 Mutual
Services Agreement between OXIS International, Inc. and BioCheck, Inc. dated
June 23, 2006.
Signature(s)
Pursuant
to the Requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report to be signed on its behalf by the Undersigned hereunto
duly authorized.
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OXIS
INTERNATIONAL, INC. |
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| Date:
June
29, 2006 |
By: |
/s/
Michael
D. Centron |
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Michael
D. Centron |
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Title:
Vice
President and Chief Financial
Officer |