SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): March 8, 2007
(Exact
name of registrant as specified in Charter)
Delaware
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0-8092
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94-1620407
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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323
Vintage Park Drive, Suite B, Foster City, California 94404
(Address
of Principal Executive Offices)
650-212-2568
(Issuer
Telephone number)
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 (see General Instruction A.2. below):
[
]
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 (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
March
8, 2007, OXIS International, Inc. (the “Company”) and Mr. Guillen entered into a
Confidential Separation Agreement (dated February 12, 2007), under which the
Company agreed to pay Mr. Guillen the sum of $250,000 in twelve equal monthly
installments, subject to standard payroll deductions and withholdings. The
Company also agreed that Mr. Guillen’s stock options would immediately vest, and
that to the extent the shares underlying such options are not registered, Mr.
Guillen would be granted piggyback registration rights to cover these shares.
Mr. Guillen would have the right to exercise his options until September of
2009. We also agreed to pay Mr. Guillen’s health insurance premiums for the
twelve-month separation period in accordance with the Consolidated Omnibus
Budget Reconciliation Act of 1985. In exchange for these payments
and
benefits, Mr. Guillen and the Company agreed to mutually release all claims,
dismiss all complaints as applicable, and neither party shall pursue any future
claims regarding Mr. Guillen’s prior employment and compensation arrangements
with the Company. The Company intends to include a copy of the separation
agreement as an exhibit to its annual report on Form 10-KSB for the year ended
December 31, 2006.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Effective
April 12, 2007, Mr. Steve Guillen resigned from the board of directors of OXIS
International, Inc. (the “Company”). His resignation was pursuant to a
separation agreement, described in Item 1.01 of this current report and
incorporated by reference.
Other
than as discussed in this current report, there were no disagreements between
Mr. Guillen and any officer or director of the Company. The Company provided
a
copy of the disclosures it is making in response to this Item 5.02 to Mr.
Guillen and informed him that he may furnish the Company as promptly as possible
with a letter stating whether he agrees or disagrees with the disclosures made
in response to this Item 5.02, and that if he disagrees, then the Company
requests that he provide the respects in which he does not agree with the
disclosures. The Company will undertake to file any letter received from Mr.
Guillen, if any, as an exhibit to an amendment to this current report on Form
8-K within two business days after receipt.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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OXIS
INTERNATIONAL, INC. |
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By: |
/s/ Marvin
S.
Hausman |
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Marvin
S. Hausman |
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Chief
Executive Officer |
Dated:
April 16, 2007