UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Oxis International, Inc. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------- (5) Total fee paid: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- Notes: OXIS INTERNATIONAL, INC. 6040 N. Cutter Circle, Suite 317 Portland, Oregon 97217 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September 1, 1999 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of OXIS International, Inc., a Delaware corporation ("OXIS" or the "Company"), will be held at the Fifth Avenue Suites Hotel, 506 S.W. Washington, Portland, Oregon 97205, on Wednesday, September 1, 1999 at 1:30 p.m. (local time), for the following purposes: 1. To elect a Board of six (6) directors to serve for the ensuing year and until their successors are elected. 2. To approve an amendment of the Company's 1994 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 525,000 shares, to an aggregate of 1,365,000 shares. 3. To transact such other and further business as may properly come before the meeting or adjournment or adjournments thereof. Common stockholders and holders of Series B and Series C Preferred Stock of record at the close of business on June 30, 1999, are entitled to notice of and to vote at the meeting. A complete list of such stockholders is open to examination by any stockholder for any purpose germane to the meeting, during ordinary business hours, at the offices of the Company, located at 6040 N. Cutter Circle, Suite 317, Portland, Oregon 97217. Copies of the Company's Annual Report on Form 10-K and an amendment thereto on Form 10-K/A for the fiscal year ended December 31, 1998, are enclosed herewith. By Order of the Board of Directors /s/ Jon S. Pitcher ___________________________________ Jon S. Pitcher, Secretary Dated: July 15, 1999 You are urged to fill in, sign, date and mail the enclosed Proxy as soon as possible. If you attend the meeting and vote in person, the Proxy will not be used. If the Proxy is mailed in the United States in the enclosed envelope, no postage is required. The prompt return of your Proxy will save the expense involved in further communication. OXIS INTERNATIONAL, INC. 6040 N. Cutter Circle, Suite 317 Portland, Oregon 97217 July 15, 1999 PROXY STATEMENT for Annual Meeting of Stockholders to be held on September 1, 1999 This Proxy Statement is furnished to you in connection with the solicitation by the Board of Directors of OXIS International, Inc., a Delaware corporation ("OXIS" or the "Company"), of Proxies in the accompanying form to be used at the Annual Meeting of Stockholders ("Meeting") to be held at the Fifth Avenue Suites Hotel, 506 S.W. Washington, Portland, Oregon 97205, on Wednesday, September 1, 1999 at 1:30 p.m. (local time) and at any subsequent time which may be necessary by the adjournment thereof. If you were a holder of record of Common Stock, Series B Preferred Stock or Series C Preferred Stock of the Company (the "Voting Stock") at the close of business on June 30, 1999, you are entitled to vote at the Meeting and your presence is desired. However, to assure your representation at the Meeting, you are urged by the Board of Directors of the Company to sign and return the enclosed Proxy as soon as possible. You can, of course, revoke your Proxy at any time before it is voted if you so desire, either in person at the meeting or by delivery of a duly executed written statement to that effect delivered to the Secretary of the Company. The Company is paying all costs of the solicitation of Proxies, including the expenses of printing and mailing to its stockholders this Proxy Statement, the accompanying Notice of Annual Meeting of Stockholders and form of Proxy and the Annual Report on Form 10-K and 10-K/A for the fiscal year ended December 31, 1998. The Company will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their expenses, in accordance with the regulations of the Securities and Exchange Commission, in sending Proxies and Proxy materials to the beneficial owners of the Company's Common Stock and voting Preferred Stock. Officers or employees of the Company may also solicit Proxies in person, or by mail, telegram or telephone, but such persons will receive no compensation for such work, other than their normal compensation as officers or employees. At the close of business on June 30, 1999, 7,871,196 shares of Common Stock, 428,389 shares of Series B Preferred Stock and 807,878 shares of Series C Preferred Stock were outstanding. Shares of Series B and Series C Preferred Stock are entitled to vote at the Annual Meeting. Each share of Common Stock outstanding as of June 30, 1999, is entitled to one vote. Each share of Series B Preferred Stock outstanding as of June 30, 1999, is entitled to .20 votes. Each share of Series C Preferred Stock outstanding as of June 30, 1999, is entitled to the number of votes equal to the number of shares of Common Stock into which the Series C Preferred share is convertible times 1.30 divided by the average closing bid price of the Company's Common Stock during the fifteen (15) consecutive trading days immediately prior to the date such share of Series C Preferred Stock was purchased. As of the record date, each share of Series C Preferred Stock is entitled to .216 - .229 votes, resulting in a total of 176,294 votes for all of the Series C Preferred Stock outstanding. This Proxy Statement and the enclosed Proxy are first being mailed to the stockholders of the Company on or about July 21, 1999. PROPOSALS OF STOCKHOLDERS Proposals of stockholders intended to be presented at the 2000 Annual Meeting of Stockholders must be received at the Company's executive offices on or before December 16, 1999, for inclusion in the Company's Proxy Statement with respect to such meeting. PROXIES AND VOTE REQUIRED Proxies The persons named as Proxies for the Meeting in the enclosed proxy card (Ray R. Rogers, Chairman of the Board and Chief Executive Officer and Stuart S. Lang, member of the Company's Board of Directors) were selected by OXIS' Board of Directors. Voting of Proxies All properly executed Proxies that are not revoked will be voted at the Meeting in accordance with the instructions contained therein. Proxies containing no instructions regarding the proposals specified in the form of Proxy will be voted FOR approval of all proposals in accordance with the recommendation of the Board of Directors of the Company. Any stockholder signing a Proxy has the power to revoke it prior to the Meeting, or at the Meeting, prior to the vote pursuant to the Proxy. A Proxy may be revoked by delivering a written notice of revocation or a duly executed Proxy bearing a later date or by attending the Meeting and voting in person. Vote Required The election of directors requires a plurality of the votes of the shares of Voting Stock present in person or represented by Proxy and entitled to vote thereon. If a quorum is present those nominees receiving a plurality of the votes cast will be elected. Accordingly, shares not voted in the election of directors (including shares covered by a Proxy as to which authority is withheld to vote for all nominees) and shares not voted for any particular nominee (including shares covered by a Proxy as to which authority is withheld to vote for only one or less than all of the identified nominees) will not prevent the election of any of the nominees for director. Approval of the proposal to adopt the amendment to the 1994 Stock Incentive Plan requires the affirmative vote of the majority of shares of Voting Stock present in person or represented by Proxy and abstentions will be treated as votes against. For any other matter submitted to stockholders at the Meeting, if a quorum is present the affirmative vote of the majority of the shares voted is required for approval. As a result, abstention votes have the effect of a vote against such matters. The presence in person or by Proxy of a majority of the votes of the shares of the Voting Stock outstanding and entitled to vote at the Meeting is required for a quorum. Effect of Broker Non-Votes "Broker Non-Votes" occur when a broker holding shares of stock in street name withholds its vote on certain non-routine matters because the broker has not received instructions from the beneficial owner of those shares of stock and does not have discretionary authority to vote on such non-routine matters without such instructions. Under the Rules of the National Association of Securities Dealers, Inc., brokers holding shares of stock in street name must receive specific instructions from the beneficial owners in order to have the authority to vote, in person or by Proxy, on certain "non-routine" matters as defined under those Rules. When a beneficial owner does not give specific instructions to the broker, the broker, as the holder of record, is entitled to vote only on "routine" matters and must withhold its votes as to any non- routine matters. When a Proxy solicitation includes a non-routine proposal and the broker does not receive specific instructions from the beneficial owner, the resulting Proxy is considered a "limited Proxy". Shares represented by limited Proxies are considered present for quorum purposes. However, shares represented by limited Proxies are not considered present for purposes of determining the total number of shares with voting power present with regard to a non-routine proposal. The resulting broker non-vote will not be counted for or against such non-routine proposal. 2 Proposal 2 (Amendment of the OXIS 1994 Stock Incentive Plan) is a "non-routine" proposal. Shares represented by limited Proxies are not considered present for purposes of determining the total number of shares with voting power present with regard to this proposal. (Broker non-votes will not be counted for or against this proposal). Proposal 1 (Election of Directors) is a "routine" matter upon which brokers can cast votes with or without specific instructions from the beneficial holders and are thus counted for purposes of determining whether such Proposal has been approved. PROPOSAL NO. 1 -- ELECTION OF DIRECTORS (Item 1 on Proxy Card) The Board of Directors of the Company currently consists of six individuals, all of whom have been nominated for election at the Meeting. Unless otherwise instructed, the Proxy holders will vote the Proxies held by them for the Company's six nominees. In the event that any such nominee is unable or declines to accept nomination or election, the Proxies will be voted for any nominee who shall be recommended by the present Board of Directors. Directors are to be elected to hold office until the next Annual Meeting of Stockholders or until their respective successors shall have been elected and qualified. The names and ages of the six nominees for director are set forth below: Name Age Position ---- --- -------- Ray R. Rogers 59 Chairman of the Board and Chief Executive Officer Timothy G. Biro 45 Director Richard A. Davis 63 Director Brenda D. Gavin, D.V.M. 51 Director Stuart S. Lang 62 Director A.R. Sitaraman 65 Director THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED ABOVE TO THE COMPANY'S BOARD OF DIRECTORS. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Beneficial Ownership of Securities Common Stock - ------------ The following table sets forth certain information, as of June 30, 1999, with respect to persons known to the Company to be the beneficial owner of more than five percent of the Company's Common Stock and beneficial ownership by directors, director nominees and executive officers of the Company's Common Stock. 3 Name and, as Amount and nature Percent of appropriate, address of beneficial ownership class 1 -------------------- ----------------------- ---------- Credit Suisse Asset Management Funds Uraniastrasse 9 P.O. Box 800 8070 Zurich, Switzerland 1,074,441 (10) 12.90% Pictet & Cie 29 Bd Georges Favon P.O. Box 5130 1204 Geneva, Switzerland 914,286 (11) 10.98% S.R. One Limited 200 Barr Harbor Drive, Suite 250 W. Conshohocken, PA 19428 588,000 (2) 7.18% Timothy G. Biro 7,100 (3)(4) * Richard A. Davis 6,340 (3)(8) * Dr. Brenda D. Gavin 588,000 (3)(5)(9) 7.18% Stuart S. Lang 6,800 (3) * Jon S. Pitcher 40,191 (3) * Humberto V. Reyes 36,666 (3) * Dr. Timothy C. Rodell 85,999 (3) 1.08% Ray R. Rogers 165,367 (3)(6) 2.08% A.R. Sitaraman 13,000 (3)(7) * Executive officers and directors as a group -- 9 persons 948,263 11.27% * Less than one percent. (1) As required by regulations of the Securities and Exchange Commission, the number of shares in the table includes shares which can be purchased within 60 days, or, shares with respect to which a person may obtain voting power or investment power within 60 days. Also required by such regulations, each percentage reported in the table for these individuals is calculated as though shares which can be purchased within 60 days have been purchased by the respective person or group and are outstanding. (2) The holdings of S.R. One Limited include 428,389 shares of the Company's Series B Preferred Stock which are convertible into 85,677 shares of Common Stock and warrants exercisable for 207,812 shares of Common Stock. The holdings of S.R. One Limited also include 1,600 shares of Common Stock owned by Dr. Gavin and 4,000 shares of Common Stock subject to options held by Dr. Gavin. (3) The holding of directors Davis and Gavin each include 4,000 shares of Common Stock subject to options. The holdings of director Lang include 6,000 shares of Common Stock subject to options. The holdings of directors Biro and Sitaraman each include 7,000 shares of Common Stock subject to options. The holdings of Jon S. Pitcher include 35,666 shares of Common Stock subject to options. The holding of Humberto V. Reyes include 36,666 shares of Common Stock subject to options. The holdings of Timothy C. Rodell include 84,999 shares of Common Stock subject to options. The holdings of Ray R. Rogers include 61,399 shares of Common Stock subject to options. (4) Mr. Biro disclaims beneficial ownership of 5,000 shares of Common Stock subject to options. (5) Dr. Gavin is Vice President of S.R. One Limited. S.R. One Limited owns 287,712 shares of Common Stock, 428,389 shares of the Company's Series B Preferred Stock, and warrants exercisable for 207,812 shares of Common Stock. The holdings of S.R. One Limited are included in Dr. Gavin's holdings, but Dr. Gavin disclaims beneficial ownership of the OXIS securities owned by S.R. One Limited. (6) Included are 2,000 shares of Common Stock owned by his individual retirement account, as to which Mr. Rogers exercises voting 4 and investment power. (7) Mr. Sitaraman's holdings include 3,060 shares of Common Stock owned by his SEP-IRA, 1,740 shares of Common Stock owned by his wife's SEP-IRA and 1,200 shares of Common Stock owned in equal amounts by Mr. Sitaraman's and his spouse's individual retirement accounts. (8) Mr. Davis' holdings include 1,280 shares of Common Stock owned by Mr. Davis jointly with his spouse. (9) Dr. Gavin's holdings include 1,600 shares of Common Stock owned by Dr. Gavin jointly with her spouse. (10) The holdings of Credit Suisse include warrants exercisable for 460,000 shares of Common Stock. (11) The holdings of Pictet & Cie include warrants exercisable for 457,143 shares of Common Stock. Series B Preferred Stock - ------------------------ The following table sets forth certain information, as of June 30, 1999, with respect to persons known by the Company to be the beneficial owner of more than five percent of the Company's Series B Preferred Stock. Name and, as Amount and nature Percent of appropriate, address of beneficial ownership class -------------------- ----------------------- ---------- S.R. One Limited 200 Barr Harbor Drive, Suite 250 W. Conshohocken, PA 19428 428,389 100.00% Series C Preferred Stock - ------------------------ The following table sets forth certain information, as of June 30, 1999, with respect to persons known by the Company to be the beneficial owner of more than five percent of the Company's Series C Preferred Stock. Name and, as Amount and nature Percent of appropriate, address of beneficial ownership class 1 -------------------- ----------------------- ---------- Rauch & Co. c/o State Street Bank & Trust 225 Franklin Street Boston, MA 02110 200,000 24.76% Alta-Berkeley, L.P. II 9-10 Savile Row London W1X 1AF, United Kingdom 199,342 24.67% Finovelec S.A. 6, rue Ancelle 92521 Neuilly Cedex, France 155,555 19.25% Sofinnova Capital F.C.P.R. 51, rue Saint Georges 75009 Paris, France 94,051 11.64% American Health Care Fund, L.P. 2748 Adeline, Suite A Berkeley, CA 94703 77,000 9.53% Sofinnova S.A. 51, rue St. Georges 75009 Paris, France 62,700 7.76% 5 DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Set forth below is information regarding the directors, nominees and executive officers of the Company. Timothy G. Biro Age: 45 Mr. Biro has been a director of the Company since August 15, 1995. Mr. Biro is currently the Managing Partner of Ohio Innovation Fund I, L.P., a venture capital partnership which invests in early-stage technology based businesses. In addition to being a director of OXIS, Mr. Biro is a member of the board of directors of Collaborative Clinical Research, Inc. Mr. Biro was previously a general partner of Brantley Ventures Partners II, L.P. and Brantley Venture Partners III, L.P. Prior to joining Brantley Venture Partners in 1991, Mr. Biro was Superintendent of Pharmaceutical Manufacturing at Merck & Co., Inc. Mr. Biro holds B.S. degrees in Microbiology from Pennsylvania State University and in Pharmacy from Temple University, and an MBA from the Wharton School of Business. Richard A. Davis Age: 63 Mr. Davis has been a member of the Board since January 28, 1998. Mr. Davis is currently President and Chief Executive Officer of Pentzer Corporation, a private investment company and subsidiary of The Washington Water Power Company. He has 20 years of service with Pacific Northwest Bell (now US West Communications). He has served as Chief of Staff to former Washington Governor Booth Gardner, chief executive of the State of Washington's Department of Labor and Industries and director of the state's Office of Financial Management. Mr. Davis received a B.S. degree from the University of Oregon and attended advanced programs at both the University of Illinois and Stanford University. He has served as an advisor to the Washington State Investment Board and has served on the boards of several medical diagnostic companies. He currently is on the Board of Regents for Washington State University, serves on the Washington Technology Alliance Board, and is Past Chair of the Association of Washington Business. Brenda D. Gavin, D.V.M. Age: 51 Dr. Gavin has been a director of the Company since May 9, 1997. In addition to being a director of OXIS, Dr. Gavin is a member of the board of Directors of Synbiotics Corporation. Dr. Gavin is currently President of S.R. One Limited. She both makes new investments and assists in the development of companies in the S.R. One portfolio. Prior to joining S.R. One, Dr. Gavin was Director of Business Development for SmithKline Beecham Animal Health Products. She also held business development positions with IMC in the Chicago area and previously worked for the Centers for Disease Control in Atlanta, Georgia. Dr. Gavin holds a B.S. degree from Baylor University, a D.V.M. from the University of Missouri, and a M.B.A. from the University of Texas-San Antonio. Stuart S. Lang Age: 62 Mr. Lang has been a director of the Company since January 19, 1996. Mr. Lang has worked in the accounting field for over 25 years. He has been a tax partner and subsequently partner in charge of the Portland office of a national CPA firm. He founded a local accounting firm, The Lang 6 Group, in Portland, Oregon, in 1985, and was managing member of that firm until 1997 when it combined with Yergen & Meyer LLP. Mr. Lang currently divides his time between public accounting and as an officer of a merger and acquisition advisory company. Mr. Lang is past Chairman of IA International, an international affiliation of independent accounting firms. He has served as a member of AICPA tax subcommittees, including Responsibilities in Tax Practice, and as chairman of the OSCPA Taxation and Estate Planning Committees. Ray R. Rogers Age: 59 Mr. Rogers has been Chairman of the Board of the Company since May 10, 1993, and Chief Executive Officer since March 18, 1998. He also served as Chairman of the Board of Directors of International BioClinical, Inc, ("IBC") from its organization in 1983 until its merger with the Company in 1994. Mr. Rogers served as President and Chief Executive Officer of IBC from 1983 until 1992. Prior to his involvement with IBC, Mr. Rogers was the principal in charge of consulting services at the Portland, Oregon, office of the international accounting firm of Arthur Young & Company. Mr. Rogers received his B.S. degree in Business Administration from California State University, Chico. A.R. Sitaraman Age: 65 Mr. Sitaraman has been a director of the Company since May 10, 1993. Mr. Sitaraman earned an industrial engineering degree prior to graduating from the Indian Air Force Flying College and embarking upon an 18-year career as a pilot and instructor in the Indian Air Force. Mr. Sitaraman is the President and Chief Executive Officer of Sitrex International, Inc., a corporation involved in development, syndication and consulting in the real estate industry, in addition to the import and export business. Jon S. Pitcher Age: 49 Mr. Pitcher, a Certified Public Accountant, has been Vice President and Chief Financial Officer of OXIS since September 7, 1994, and Secretary of the Company since August 15, 1995. Prior to the merger of IBC with the Company, Mr. Pitcher was Chief Financial Officer of IBC, a position he had held since 1991. Prior to joining IBC, Mr. Pitcher was a partner in the international accounting firm, Ernst & Young, specializing in services to health care clients. Mr. Pitcher received his B.S. degree in Business Administration from Pepperdine University and his M.S. degree in Management from UCLA. Humberto V. Reyes Age: 53 Effective March 18, 1998, Mr. Reyes was appointed President of OXIS Health Products, Inc., a newly-formed subsidiary of the Company. Mr. Reyes joined the Company in August 1997 as Senior Vice President. Prior to joining OXIS, Mr. Reyes was Chief Executive Officer of BPR Health International, a start up company involved in alternative health care products. Previous to BPR Health International, Mr. Reyes was Vice President and General Manager of the Chromatography Division of Varian & Associates. Mr. Reyes received a B.S. in Chemistry from the University of Puerto Rico. 7 Timothy C. Rodell, M.D. Age: 48 Dr. Rodell was Chief Operating Officer of the Company from March 1, 1996 until March 18, 1998 when he was appointed President of OXIS Therapeutics, Inc., a newly-formed subsidiary of the Company. Dr. Rodell is also President of OXIS International S.A. Prior to joining OXIS, Dr. Rodell spent ten years with Cortech, Inc., a Denver-based biopharmaceutical company, where he was most recently Executive Vice President of Operations and Product Development. At Cortech, Dr. Rodell was responsible for all phases of drug development including regulatory affairs and clinical trials. Dr. Rodell received his M.D. and A.B. degrees from the University of North Carolina, at Chapel Hill. He subsequently completed post-doctoral training at the Eleanor Roosevelt Institute for Cancer Research and the Webb-Waring Lung Institute in Denver, Colorado. Dr. Rodell is Board Certified in Internal Medicine and Pulmonary Medicine and is a Fellow of the American College of Chest Physicians. BOARD AND COMMITTEE MEETINGS The Board of Directors has a Compensation Committee, whose function is to administer the Company's 1994 Stock Incentive Plan and other compensation plans and to act upon such other compensation matters as may be referred to it by the Board. The members of the Committee during 1998 were Messrs. Biro, Lang, and Sitaraman. The Compensation Committee met four times during 1998. The Board has an Audit Committee, which oversees the Company's internal accounting procedures and consults with, and reviews the reports of, the Company's independent accountants. The members of the Committee during 1998 were Messrs. Biro, Lang and Sitaraman. The Audit Committee met five times during 1998. During the year ended December 31, 1998, the Board of Directors of the Company met ten times, and each director, except Dr. Barker, attended at least 75% of the Company's Board meetings held during the period for which he or she was a director. Dr. Barker attended three of the eight meetings held during the period for which she was a director. The Board does not have a separate nominating committee. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Directors The Company pays an annual fee of $4,000 to each non-employee director and an additional $1,000 to non-employee directors for serving as committee chairmen, but does not pay meeting fees. Directors are also reimbursed for their expenses incurred in attending meetings. Employee directors receive no compensation as directors. Compensation is also paid for special assignments. Under the Company's 1994 Stock Incentive Plan non-employee directors are awarded options to purchase 3,000 shares of Common Stock upon becoming directors of the Company and options to purchase 1,000 shares of Common Stock annually thereafter. Executive Officers Summary Compensation Table The following table shows the compensation paid during the last three years to Company officers who received more than $100,000, or served as Chief Executive Officer: 8