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):
09/15/2006
(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
2.04. Triggering Events That Accelerate or Increase a
Direct Financial Obligation.
In
connection with the termination of
Steven T. Guillen as the President and Chief Executive as disclosed below
in
Item 5.02, certain financial obligations under Mr. Guillen’s employment
agreement are triggered. Pursuant to the employment agreement dated February
25,
2005 with Mr. Guillen, his termination triggers severance obligations of
$250,000 to be paid in monthly installments over a one year period from the
termination date, back salary in the amount of approximately $75,000, continued
coverage under OXIS’ medical and health plan in accordance with COBRA rules and
regulations, and reimbursement of all business expenses incurred until the
date
of termination accompanied by normal and customary documentation. The severance
payment and continued medical and health plan coverage payments are contingent
upon Mr. Guillen’s executive of a waiver and release of all claims against the
corporation.
Item
5.02. Departure of Directors or Principal Officers;
Appointment of Principal Officers.
| (b) |
Departure
of Principal Officer
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Steven
T. Guillen’s employment as
President and Chief Executive Officer of OXIS International, Inc. (“OXIS”) was
terminated on September 15, 2006. Steven Guillen will remain a member of
the board of directors of OXIS.
| (c) |
Appointment
of Principal Officer
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On
September 15, 2006 the board of
directors of OXIS appointed Marvin S. Hausman, M.D. as President and Chief
Executive Officer of OXIS. Dr. Hausman will remain the Chairman of the board
of
directors. The terms of Dr. Hausman’s employment with OXIS as President and
Chief Executive Officer are currently under negotiation.
On
November 17, 2005, OXIS entered into
a Consulting Agreement with NW Medical Research Partners, Inc. Marvin Hausman,
M.D., is the Principal of NW Medical Research Partners. Pursuant to the
Consulting Agreement Marvin Hausman has provided certain consulting services
pertaining to licensing of intellectual property, development of potential
products and financing activities. Dr. Hausman has been paid approximately
$28,000 pursuant to the Consulting Agreement for compensation and expenses
and
is currently owed $56,000 for his services, including out of pocket expenses.
Dr. Hausman was also compensated with the grant of a stock option to purchase
108,000 shares of OXIS common stock at an exercise price of $0.37 per share,
with 9,000 options vesting each month over the term of the agreement. It
is
expected that the Consulting Agreement with Dr. Hausman will be terminated
upon
his signing of an employment agreement with OXIS.
On
September 21, 2006, OXIS
International issued a press release announcing the termination of Steven
T.
Guillen and the appointment of Marvin S. Hausman, M.D. A copy of the press
release is attached as Exhibit 99.1 under Item 9.01 of this Report.
Item
9.01. Financial Statements and
Exhibits.
(d)
Exhibits
99.1 Press
Release dated September 21, 2006 entitled “OXIS International Appoints Marvin S.
Hausman, M.D. President and Chief Executive Officer”
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:
September 21, 2006 |
By: |
/s/ Michael
D. Centron |
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Michael
D. Centron |
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Title:
Chief
Financial Officer |
