=============================================================================== FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 1998 OXIS INTERNATIONAL, INC. ---------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-8092 94-1620407 ---------------- ------ ---------- (State or Other (Commission File Number) (IRS Employer Identification Jurisdiction of No.) Incorporation) 6040 N. CUTTER CIRCLE, SUITE 317, PORTLAND, OREGON 97217-3935 ------------------------------------------------------------- (Address of Principal Executive Offices) (503) 283-3911 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report.) ITEM 5. OTHER EVENTS On July 14, 1998, Oxis International, Inc., a Delaware corporation (the "Company"), amended its Certificate of Incorporation to increase its authorized number of shares of Common Stock from 50,000,000 shares to 95,000,000 shares. In addition, the amendment reduced the par value of the Company's Common Stock from Fifty Cents ($0.50) per share to one-tenth of one cent ($0.001) per share. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibit Number Exhibit - -------------- ------- 3(a) Second Restated Certificate of Incorporation, as amended to date. 2 SIGNATURES 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. DATE: September 21, 1998 OXIS INTERNATIONAL, INC. (REGISTRANT) By: /s/Jon S. Pitcher ----------------- Name: Jon S. Pitcher Title: Chief Financial Officer and Secretary 3 EXHIBIT INDEX ------------- Exhibit No. Page Number ---------- ----------- 3(a) 5 4