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): 6/19/2008
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
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
2.01 Completion
of Disposition of Assets.
On June 19, 2008, OXIS International,
Inc. (“OXIS”) received a Notice of Disposition of Collateral from Bristol
Investment Fund, Ltd. (“Bristol”) in which Bristol notified OXIS that Bristol,
acting as the agent for itself and three other holders (“Debenture Holders”) of
certain Secured Convertible Debentures (“Debentures”) due October 25, 2008 in an
aggregate principal amount of $1,694,250, purchased certain assets held as
collateral under the Security Agreement dated October 25, 2006 entered into
between OXIS, Bristol and three other Debenture Holders. Bristol
purchased 111,025 shares of common stock of BioCheck, Inc., a majority owned
subsidiary of OXIS on a credit bid of $50,000, and Bristol also purchased 1,000
shares of the capital stock of OXIS Therapeutics, Inc., a wholly owned
subsidiary of OXIS, for a credit bid of $10,000. In December 2005
OXIS purchased the111,025 shares of common stock of BioCheck, Inc. for
$3,060,000, and in
August 2007 OXIS purchased an additional 4,186 shares for $131,726. After crediting the aggregate amount of
$60,000 to the aggregate amount due under the Debentures, plus fees and charges
due through June 19, 2008, Bristol notified OXIS that it remains obligated to
the Debenture Holders in a deficiency in an aggregate amount of
$2,687,785.71.
Previously, on June 6, 2008, OXIS received Bristol’s
Notification that the sale of the collateral would be sold to the highest
qualified bidder in public on Thursday, June 19, 2008 at 10:00 a.m. at the
offices of Olshan Grundman Frome Rosenzweig & Wolosky LLP in New York, New
York.
Beginning on February 1, 2007, OXIS was
required to amortize the Debentures in equal installments on a monthly basis
resulting in a complete repayment by the maturity date. OXIS has not
made the required monthly cash redemption amounts and as of June 1, 2008 was
seventeen months behind on these payments, primarily due to the fact that the
Oxis stock market trading volume was not sufficient to meet the requirements of
the Debentures to pay in stock rather than in
cash. Pursuant to the provisions of the Debentures, such non-payment
is an event of default. Upon an event of default, each Debenture
Holder has the right to accelerate the cash repayment of the Mandatory Default
Amount, which is the greater of: (1) 130% of the outstanding principal amount of
the debenture or (2) the outstanding principal amount of the debenture, divided
by the conversion price (currently $0.35) on the date the Mandatory Default
Amount is either demanded or paid in full, whichever has a higher volume
weighted average price, and all other amounts, costs, expenses and liquidated
damages due in respect of the debenture. Penalty interest accrues on
any unpaid balance at an interest rate equal to the lesser of 18% per annum or
the maximum rate permitted by applicable law until such amount is paid in
full.
Item
5.02 Departure
of Directors or Principal Officers.
On June 20, 2008, the following
officers resigned their officer positions with OXIS: Marvin S.
Hausman, M.D. resigned as Chief Executive Officer, President and interim Chief
Financial Officer effective August 20, 2008, Gary M. Post resigned as Chief
Operating Officer immediately, and S. Colin Neill resigned as Secretary
immediately. Gary M. Post will return to his capacity as advisor to
OXIS pursuant to his Advisory Agreement dated November 6, 2006.
Also on June 20, 2008, the following
members of the board of directors resigned their board positions with OXIS
effective immediately: S. Colin Neill resigned as a member of the
board of directors of OXIS, and John Repine, M.D., also resigned his position as
a member of the board of directors of OXIS. S. Colin Neill was the
Chairman of the Audit Committee, and a member of the Nominating
Committee. John Repine, M.D. was a member of the Audit
Committee.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
10.1 Notice
of Disposition of Collateral dated June 19, 2008.
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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Dated:
June 20, 2008
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By:
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/s/ Marvin
S. Hausman |
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Marvin
S. Hausman, M.D. |
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Chief
Executive Officer |
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