As filed with the Securities and Exchange Commission on November 20, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
OXIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1620407
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
_________________
6040 N. CUTTER CIRCLE, SUITE 317
PORTLAND, OREGON 97217-3935
(503) 283-3911
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
______________________
1994 EMPLOYEE STOCK OPTION AGREEMENTS
1994 STOCK INCENTIVE PLAN
______________________
(Full Title of the Plan)
RAY R. ROGERS
CHAIRMAN OF THE BOARD
OXIS INTERNATIONAL, INC.
6040 N. CUTTER CIRCLE, SUITE 317
PORTLAND, OREGON 97217-3935
(503) 283-3911
(Name, address, including zip code and telephone number, including area code of
agent for service)
_____________________
COPIES TO:
RICHARD SCUDELLARI, ESQ.
JACKSON, TUFTS, COLE & BLACK
60 SOUTH MARKET STREET
SAN JOSE, CALIFORNIA 95113
(408) 998-1952
______________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
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Common Stock par value $.50 1,285,781 shares $1.46875 $1,888,490.84 $651.20
per share
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 based on the average of the high and
low prices of the Common Stock reported in the Nasdaq National Market
System on November 16, 1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual
Information.*
__________________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act') and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Certain Documents by Reference.
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There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by
OXIS International, Inc. (the "Company" or the "Registrant") with the
Securities and Exchange Commission (the "Commission"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended, including all material incorporated
by reference therein.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1995.
3. The Company's Report on Form 10-C as filed on May 24, 1995.
4. The Company's Current Report on Form 8-K as filed on May 24, 1995.
5. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995.
6. The Company's Current Report on Form 8-K as filed on August 3,
1995, as amended by Form 8-K/A filed September 29, 1995.
7. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995.
8. The description of the Registrant's Common Stock contained in the
Company's Prospectus dated June 18, 1969 (File No. 0361150) filed
pursuant to Section 12 of the Exchange Act on June 23, 1969.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing such documents. Any statement
contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration Statement.
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ITEM 4. Description of Securities.
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Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
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Not applicable.
ITEM 6. Indemnification of Directors and Officers.
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The Company has the power, pursuant to Section 102(7) of the
Delaware General Corporation Law, to limit the liability of directors of
the Company for certain breaches of fiduciary duty and, pursuant to
Section 145 of the Delaware General Corporation Law, to indemnify its
officers and directors and other persons for certain acts.
The Company's Restated Certificate of Incorporation includes
the following provisions:
"A director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of
a director of the Company shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as
so amended. Any repeal or modification of this Article by the
stockholders of the Company shall not adversely affect any right or
protection of a director of the Company existing at the time of such
repeal or modification."
"The Company shall indemnify any and all persons whom it has the
power to indemnify pursuant to the General Corporation Law of
Delaware against any and all expenses, judgments, fines, amounts
paid in settlement, and any other liabilities to the fullest extent
permitted by such law and may at the discretion of the Board of
Directors, purchase and maintain insurance, at its expense, to
protect itself and such persons against any expense, judgment, fine,
amount paid in settlement or other liability, whether or not the
Company would have the power to so indemnify such person under the
General Corporation Law of Delaware."
Pursuant to Section 145 of the Delaware Law, a corporation generally
has the power to indemnify its present and former directors, officers,
employees and agents against expenses incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by
reason of their serving in such positions so long as they acted in good
faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of a corporation, and with respect to any criminal
action, they had no reasonable cause to believe their conduct was
unlawful. The Company believes that these provisions are necessary to
attract and retain qualified
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persons as directors and officers. These provisions do not eliminate
liability for breach of the director's duty of loyalty to the Company or
its stockholders, for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, for any transaction
from which the director derived an improper personal benefit or for any
willful or negligent payment of any unlawful dividend or any unlawful
stock purchase agreement or redemption.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's board of directors to grant
indemnification to directors and officers in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act.
Article III of the Company's Bylaws provides that the Company, by
action of the Board of Directors, may, to the fullest extent permitted by
the General Corporation Law of Delaware, indemnify any and all persons
who it shall have power to indemnify against any and all of the expenses,
liabilities or other matters.
The Company has purchased and maintains an insurance policy covering
the officers and directors of the Company with respect to certain
liabilities arising under the Securities Act or otherwise.
ITEM 7. Exemption from Registration Claimed.
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Not applicable.
ITEM 8. Exhibits.
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4.1 OXIS International,. Inc. 1994 Stock Incentive Plan, as
amended, including Form of Stock Option Agreement.
4.2 Forms of 1994 Employee Stock Option Agreements.
5.1 Opinion of Jackson, Tufts, Cole & Black, as to legality of
securities being registered hereunder.
24.1 Consent of Independent Auditors.
24.2 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (See page II-5).
ITEM 9. Undertakings.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING FORM S-8 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PORTLAND, STATE OF
OREGON, ON THE 20TH DAY OF NOVEMBER, 1995.
OXIS INTERNATIONAL, INC.
By: /s/ Anna D. Barker
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Anna D. Barker
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ray R. Rogers and Anna D. Barker,
or either of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and full capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT ON FORM S-8 HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- ----------------------------- ----------------------------- -----------------
/s/ Anna D. Barker Director; President and November 20, 1995
- ----------------------------- Chief Executive Officer
Anna D. Barker (Principal Executive Officer)
/s/ Jon S. Pitcher Chief Financial Officer and November 20, 1995
- ----------------------------- Secretary
Jon S. Pitcher (Principal Financial and
Accounting Officer)
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SIGNATURE TITLE DATE
- ----------------------------- ----------------------------- -----------------
/s/ Ray R. Rogers Director; Chairman of the November 20, 1995
- ----------------------------- Board
Ray R. Rogers
/s/ Gerald D Mayer Director November 20, 1995
- -----------------------------
Gerald D. Mayer
/s/ Peter E. Taussig Director November 20, 1995
- -----------------------------
Peter E. Taussig
/s/ Lawrance A. Brown, Jr. Director November 20, 1995
- -----------------------------
Lawrance A. Brown, Jr.
/s/ David Needham Director November 20, 1995
- -----------------------------
David Needham
/s/ A.R. Sitaraman Director November 20, 1995
- -----------------------------
A.R. Sitaraman
/s/ Timothy G. Biro Director November 20, 1995
- -----------------------------
Timothy G. Biro
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
OXIS INTERNATIONAL, INC.
November 20, 1995
EXHIBIT INDEX
Sequentially
Numbered Page
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4.1 OXIS International, Inc. 1994 Stock Incentive Plan,
as amended, and Form of Stock Option Agreement
4.2 Forms of 1994 Employee Stock Option Agreements
5.1 Opinion of Jackson, Tufts, Cole & Black, as to legality
of securities being registered
24.1 Consent of Independent Auditors
24.2 Consent of Counsel (contained in Exhibit 5.1)
25.1 Power of Attorney (See page II-5)