Annex
A
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): 1/6/2006
OXIS
International, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-8092
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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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6040
N Cutter Circle Suite 317, Portland, OR 97217
(Address
of Principal Executive Offices, Including Zip Code)
503-283-3911
(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))
Items
to
be Included in this Report
Item
1.01 Entry
into a Material Definitive Agreement.
On
January 6, 2006, OXIS International, Inc. (“OXIS”) and Michael D. Centron signed
a Letter Agreement outlining the basic terms of his employment with OXIS
as Vice
President and Chief Financial Officer. On the same day the board of directors
of
OXIS ratified the Letter Agreement and granted stock options to Mr. Centron
pursuant to the terms of the Letter Agreement.
Under
the
terms of the Letter Agreement, Mr. Centron will receive a base salary of
$150,000 per year with eligibility for a twenty percent performance based
annual
bonus. In addition, Mr. Centron was granted a ten year incentive stock option
to
purchase 150,000 shares of common stock of OXIS at an exercise price of $0.30
per share. The stock option grant will vest as follows: 25% vest immediately,
25% vest on January 6, 2007, 25% vest on January 6, 2008 and 25% vest on
January
6, 2009. Mr. Centron will be entitled to receive certain severance payments
and
benefits in the event that OXIS terminates his employment without “cause”, as
defined in the Letter Agreement, if Mr. Centron terminates his employment
with
“good reason”, as defined in the Letter Agreement, within twelve months after a
change of control (as defined in OXIS’ 2003 Incentive Stock Plan), or in the
event that Mr. Centron’s employment terminates as a result of his death or
disability (any of the foregoing being a “Severance Termination”). In the event
of a Severance Termination, Mr. Centron will receive a payment equal to three
months of his then effective base salary. In addition, the exercise period
for
any options vested as the termination date will be extended until the later
of
January 6, 2011 or the third anniversary of the termination date, provided
however that no exercise of options will be allowed after the expiration
of
their term.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(c) Appointment
of Principal Officers
On
January 6, 2006 the board of directors of OXIS appointed Michael D. Centron
as
Vice President and Chief Financial Officer of OXIS, effective immediately.
On
January 10, 2006, OXIS issued a press release announcing the appointment
of Mr.
Centron as Vice President and Chief Financial Officer. A copy of the press
release is attached as Exhibit 99.1 under Item 9.01 of this Report.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
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10.1 |
Letter Agreement dated January 6, 2006 between
OXIS
International, Inc. and Michael D. Centron. |
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99.1
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Press
Release dated January 10, 2006 entitled “Michael Centron, Seasoned
Financial and Biotechnology Industry Executive, Joins OXIS as Chief
Financial Officer.”
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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.
Dated
January 10, 2006
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OXIS International, Inc. |
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By: |
/s/ Steven T. Guillen |
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Steven T. Guillen |
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President & CEO |
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Exhibit
10.1
January
6, 2006
Mr.
Michael D. Centron
137
Encinosa Avenue
Vacaville,
California 95688
Dear
Michael:
It
is
with great pleasure that I extend, on behalf of Oxis International, Inc.
(“the
Company”) this letter agreement (“Letter Agreement”) to you (“the Executive”),
which will address your terms of employment with the Company. We consider
it
essential and in the best interest of our stockholders to attract and retain
the
strongest key management personnel we can and details described herewith,
are
intended to address that goal.
1.
Duties
& Title
Reporting
to Steven T. Guillen, President and C.E.O. of the Company, you will serve
as the
Vice President and Chief Financial Officer, based at the Company Headquarters
in
Foster City, California. You shall faithfully discharge your duties to the
Company, its subsidiaries and the Board of Directors on a full time basis
and
will not accept other employment or engage in other business activity without
prior written consent of the Company.
2.
Compensation
Base
Salary
You
will
receive a monthly salary of $12,500 (equivalent to $150,000 per year) payable
in
equal portions bi-monthly in arrears and subject to annual salary and
performance reviews and potential salary increases at the discretion of the
C.E.O. and Board of Directors.
Bonus
You
will
also be eligible for a performance based bonus targeted at twenty percent
(20%)
based upon achievement of mutually agreed upon goals and at the discretion
of
the C.E.O & Board of Directors.
3.
Stock
Option Grant
The
Company’s C.E.O. has recommended an stock option grant in the amount of 150,000
shares of the Common Stock of the Company, to be reviewed and approved at
the
next meeting of the Board of Directors. Twenty-five percent (25%) will vest
on
the later of the commencement date of employment (the “Commencement Date”) or
the date that the Board of Directors approves the stock option grant (the
“Date
of Grant”), twenty-five percent (25%) on the first anniversary of the Date of
Grant, twenty-five percent (25%) on the second anniversary date and the final
twenty-five percent (25%) on the third anniversary date. The options will
have
an exercise price per share equal to the last sale price of the Company’s stock
as of the Date of Grant and will expire on the 10th
anniversary of the Date of Grant. Additional option grants may be awarded
by
action of the Board of Directors and will be governed by the Company’s Option
Plan and the Compensation Committee of the Board.
4.
Fringe
Benefits
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a)
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The
Executive will be eligible for group life and health insurance
consistent
with the Company’s existing program. A benefits program review will be
provided under separate cover. The Executive shall have the option
to
decline to participate in the Company’s existing health plan, in which
event Executive shall receive a monthly payment equivalent to what
Executive’s premium (for himself, spouse and dependents) would be under
the Company insurance plan.
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b)
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Executive
shall be eligible for participation in Company’s 401(k) plan including any
matching program.
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c)
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The
Executive will also be entitled to three weeks of vacation per
annum which
will accrue from the Commencement Date. All vacation accrued will
carry
over year to year, however, the point at which the total number
of
vacation hours accrued exceeds two additional weeks, no additional
accruals will be earned until the amount is reduced below the
maximum.
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5.
Terms of Employment
Not
withstanding anything to the contrary, the Executive’s employment relationship
with the Company is employment “at will”. As a result, the Executive’s
employment may be terminated by the Company’s Board of Directors or by the
Executive at any time (subject to the notice provision below), in each case
without any liability or obligation, except as set forth in this Letter
Agreement. If the Executive terminates his employment, he shall give the
Company
written notice of such termination not less than sixty (60) days prior to
the
effective date of such termination.
6.
Reimbursements
Executive
shall be reimbursed by the Company for out of pocket business expenses incurred
by Executive in the performance of his duties, provided Executive furnishes
the
Company with vouchers, receipts, and other details of such
expenses.
7.
Sarbanes-Oxley
and D & O Insurance
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(a)
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Executive
has certain responsibilities and obligations under the legislation
popularly known as “Sarbanes-Oxley,” as well as similar state or federal
legislation currently enacted into law, or enacted in the future.
To the
fullest extent allowed under applicable law, Company shall indemnify,
hold
harmless and defend Executive from any civil, administrative or
criminal
prosecution of any alleged violations of Sarbanes-Oxley or similar
state
or federal statute.
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(b)
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Company
also shall maintain Directors and Officers insurance, general liability
insurance, product/pharmacological liability insurance and/or other
insurance as deemed appropriate by the Board to provide coverage
of
Executive in the discharge of his
duties.
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8.
Severance
Payments
Subject
to the provisions of subsection (d) below and the other terms and conditions
of
this Letter Agreement, in the event (i) the Company terminates the Executive’s
employment without “cause” (ii) within twelve months after a Change of Control
(as defined in the Option Plan) the Executive terminates his employment with
“good reason” or (iii) the Executive’s employment terminates as a result of the
Executive’s death or disability (any of the foregoing being a “Severance
Termination”), the Company will provide the Executive the following benefits,
which shall be the only severance benefits or other payments with respect
to the
Executive’s employment with the Company to which the Executive shall be
entitled. Without limiting the generality of the foregoing, these benefits,
together with those set forth in Section 11 below, are in lieu of all salary
and
bonuses for periods ending on the date of termination, accrued vacation and
other rights the Executive may have against the Company or its
affiliates.
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a)
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After
a Severance Termination, the Executive will receive payment of
an amount
equal to one month of his base salary in effect at the time of
the
Severance Termination for a period of three (3)
months.
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b)
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Upon
a Severance Termination, the Executive shall be able to exercise
any
options which have vested on or before the termination date until
the
later of (a) the 5th
anniversary of the Date of Grant as set forth in Section 3 herein
or; (b)
the third anniversary of the date of termination, provided however,
that
no vested options shall be exercisable beyond the termination date
of such
options on the tenth anniversary of the Date of
Grant.
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c)
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Upon
a Severance Termination, the Executive will receive continued coverage
under the Company’s medical and health plans in accordance with COBRA
rules and regulations following the termination date (including
any period
as may be required by law), provided that coverage will end if
the
Executive obtains comparable coverage from a subsequent employer
or
otherwise ceases to be eligible for COBRA
benefits.
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d)
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All
compensation and benefits described above in (a) through (c) of
this
Section 8 will be contingent upon (i) the Executive’s execution of a
waiver and release of all claims against the Company substantially
in the
form of Exhibit A (however, such waiver and release form shall
not
materially modify or alter the terms of this Letter Agreement,
nor shall
such form place any conditions, restrictions or approvals, such
as Board
approvals or otherwise, on Executive’s right to receive any benefit of any
sort pursuant to this Letter Agreement) and expiration of the seven-day
revocation period referred to in the release, (ii) the Executive’s not
engaging in any competition with the Company during the period
of his
employment by the Company (iii) the Executive’s “not engaging in any
solicitation” during the period of his employment by the Company.
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e)
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In
this letter, the term “cause” means (a) the Executive’s failure to adhere
to any written policy of the Company if the Executive has been
given a
reasonable opportunity to comply with such policy and cure the
Executive’s
failure to comply (which reasonable opportunity to cure must be
granted
for a period of ten days); (b) the willful and continued failure
by the
Executive, if not cured within ten (10) days after receipt by the
Executive of written notice from the Company reasonably detailing
the
matters to be cured, to substantially perform his material duties
and
responsibilities with the Company under this Agreement as directed
by the
Board of Directors (other than any such failure resulting from
his
incapacity due to physical or mental illness), (c) the Executive’s
appropriation (or attempted appropriation) of a business opportunity
of
the Company, including attempting to secure or securing any personal
profit in connection with any transaction entered into on behalf
of the
Company; (d) the Executive’s misappropriation (or attempted
misappropriation) of any of the Company’s funds or property (including
without limitation trade secrets and other intellectual property);
(e)
Executive committing a material breach of this Letter Agreement
or the non
disclosure and inventions assignment agreement (the “NDA”) the Executive
is signing in connection with his employment with the Company,
which
breach is not cured within ten (10) days after written notice to
Executive
from the Company, or (f) the Executive’s conviction of, or the Executive’s
entering of a guilty plea or pleas of no contest with respect to,
a felony
or the equivalent thereof. In this letter, the term “good reason” means
the Executive’s assignment (without the Executive’s consent) to a
position, title, responsibilities, or duties of a materially lesser
status
or degree of responsibility than the position, responsibilities,
or duties
of Chief Executive Officer of the Company, provided, however, that
the
Executive must have given the written notice to the Company that
the
Executive believes he/she has the right to terminate employment
for good
reason, specifying in reasonable detail the events comprising the
good
reason, and the Company fails to eliminate the good reason within
fifteen
(15) days after receipt of the
notice.
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f)
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The
Executive will not be required to mitigate the amount of any payment
provided for in this Letter Agreement by seeking other employment
or
otherwise.
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g)
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The
Executive acknowledges that the arrangements described in this
Letter
Agreement will be the only obligations of the Company or its affiliates
in
connection with any determination by the Company to terminate the
Executive’s employment with the Company. This Letter Agreement does not
terminate, alter, or affect the Executive’s rights under any plan or
program of the Company in which the Executive may participate,
except as
explicitly set forth herein. The Executive’s participation in such plans
or programs will be governed by the terms of such plans and
programs.
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9.
Other
Payments in the Event of Termination of Employment
In
the
event of the termination of Executive’s employment for any reason, the Executive
will be entitled to receive upon such termination payment of all accrued,
unpaid
salary to the date of termination and a “pro rata portion” of his/her “bonus for
the year of termination” (as those terms are defined below). “Pro rata portion”
means the number of days in the calendar year of termination up to and including
the date of termination divided by the total number of days in that full
calendar year. The “bonus for the year of termination” means the amount the
Executive would have been likely to earn if he/she had been employed for
the
full year, as determined in good faith by the Board of Directors of the Company
or a committee thereof.
10. Withholding:
Nature of Obligations
The
Company will withhold taxes and other legally required deductions from all
payments to be made hereunder. The Company’s obligations to make payments under
this letter are unfunded and unsecured and will be paid out of the general
assets of the Company.
11. Representations
and Covenants of the Executive
The
Executive represents and warrants to the Company that (a) he has full power
and
authority to enter into this Letter Agreement and to perform his duties
hereunder, (b) the execution and delivery of this Letter Agreement and the
performance of his duties hereunder shall not result in an actual (as opposed
to
merely asserted) breach of, or constitute an actual (as opposed to merely
asserted) default under, any agreement or obligation to which he may be bound
or
subject, including without limitation any obligations of confidentiality,
non-competition, non-solicitation or use of information, (c) this Letter
Agreement represents a valid, legally binding obligation on him and is
enforceable against him in accordance with its terms except as the
enforceability of this Letter Agreement may be subject to or limited by general
principles of equity and by bankruptcy or other similar laws relating to
or
affecting the rights of creditors, (d) to the Executive’s knowledge, the
services contemplated by this Letter Agreement do not (i) infringe any third
party’s copyright, patent, trademark, trade secret or other proprietary right,
or (ii) violate any law, statute, ordinance or regulation, and (e) the Executive
has resigned from all positions as an employee, officer, director or executive
of prior employers. The Executive covenants to the Company that during his
employment with the Company (a) he shall not (i) intentionally use, in
connection with his employment with the Company, any confidential or proprietary
information or materials belonging to any third person or entity, or (ii)
knowingly violate any law, statute, ordinance or regulation and (b) he shall
not
breach (i) any agreement with any third party to keep in confidence any
confidential or propriety information, knowledge or data acquired prior to
his
execution of this Letter Agreement or (ii) any obligations of confidentiality,
non-competition, non-solicitation or use of information.
12. Amendments;
Waivers; Remedies
This
Letter Agreement may not be amended or waived except by a writing signed
by
Executive and by a duly authorized representative of the Company other than
Executive. Failure to exercise any right under this Letter Agreement shall
not
constitute a waiver of such right. Any waiver of any breach of this Letter
Agreement shall not operate as a waiver of any subsequent breaches. All rights
or remedies specified for a party herein shall be cumulative and in addition
to
all other rights and remedies of the party hereunder or under applicable
law.
13. Notices
All
notices or other communications required or permitted hereunder shall be
made in
writing and shall be deemed to have been duly given if delivered: (a) by
hand;
(b) by
a
nationally recognized overnight courier service; or (c) by United States
first
class registered or certified mail, return receipt requested,
to the
principal address of the other party, as set forth below. The date of notice
shall be deemed to be the earlier of (i) actual receipt of notice by any
permitted means, or (ii) five business days following dispatch by overnight
delivery service or the United States Mail. Executive shall be obligated
to
notify the Company in writing of any change in Executive’s address. Notice of
change of address shall be effective only when done in accordance with this
paragraph at the Company’s address set forth above and the Executive address
indicated below.
14. Severability
If
any
provision of this Letter Agreement shall be held by a court to be invalid,
unenforceable, or void, such provision shall be enforced to the fullest extent
permitted by law, and the remainder of this Letter Agreement shall remain
in
full force and effect. In the event that the time period or scope of any
provision is declared by a court of competent jurisdiction to exceed the
maximum
time period or scope that such court deems enforceable, then such court shall
reduce the time period or scope to the maximum time period or scope permitted
by
law.
15.
Governing
Law
This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the State of California and the courts sitting in San Mateo County,
California shall have exclusive jurisdiction over any claims arising
hereunder.
16.
Entire
Agreement
This
Letter Agreement is intended to be the final, complete, and exclusive statement
of the terms of Executive’s employment by the Company and may not be
contradicted by evidence of any prior or contemporaneous statements or
agreements, except for agreements specifically referenced herein (including
the
NDA, the Company’s 2003 Stock Incentive Plan and the waiver and release
agreement attached as Exhibit A).
17. Executive
Acknowledgement
EXECUTIVE
ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL
CONCERNING THIS LETTER AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS
THE
LETTER AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND
THAT
EXECUTIVE HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT
ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS LETTER
AGREEMENT.
If
this
letter Agreement sets forth our agreement on the subject matter hereof, kindly
sign and return to us the enclosed copy of this letter which will then
constitute our legally binding agreement on this subject and supersedes any
prior discussions or agreements on this subject.
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Sincerely,
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OXIS
INTERNATIONAL, INC.
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/s/
Steven T. Guillen
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By:
Steven T. Guillen
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Title:
President & C.E.O.
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I
agree
to the terms and conditions of this Letter Agreement:
| /s/Michael
D.
Centron
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January
6,
2006
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| Name |
Date |
Exhibit
99.1
Michael
Centron, Seasoned Financial and Biotechnology Industry
Executive,
Joins OXIS as Chief Financial Officer
Strengthened
OXIS BioCheck Management Team Expects to Drive Growth Opportunities for
New
Products
in Cardiac Risk Assessment and Custom Assay Development
PORTLAND,
Ore.--(BUSINESS WIRE)--Jan. 10, 2006--OXIS International, Inc. (OTCBB:OXIS)
(Nouveau Marche:OXIS) (FWB:OXI), specialists in developing technologies for
the
diagnosis of diseases resulting from oxidative stress, today announced that
Michael Centron was appointed as the Company's Vice President and Chief
Financial Officer.
"Michael
brings to OXIS over twenty years of hands-on financial management, reporting
and
biotechnology industry experience," stated Steve Guillen, CEO and President
of
OXIS. "We look forward to his contributions as we strengthen our position
in the
growing clinical diagnostics market through the recent majority stake
acquisition of BioCheck."
"I
look
forward to working with Steve, BioCheck's CEO John Chen, and their operations
teams to further focus the combined company on the path to growth and
profitability," said Michael Centron.
Prior
to
joining OXIS, Mr. Centron served as Vice President, Finance and Administration
and Principal Accounting Officer of Large Scale Biology Corporation, a
biomanufacturing company specializing in developing and commercializing
plant-made pharmaceutical proteins and vaccines. At LSBC Mr. Centron
successfully helped to raise over $50 million in private equity financings
and
$100 million through an Initial Public Offering. He joined LSBC in 1988 as
Controller and had served as Treasurer since 1991. Prior to LSBC, Mr. Centron
worked for Varian Associates and Arthur Young and Co. (currently Ernst &
Young). Mr. Centron is a certified public accountant and received his M.B.A.
degree from the University of California, Berkeley and his B.S. degree from
the
Wharton School of the University of Pennsylvania.
About
OXIS
OXIS
International Inc., headquartered in Portland, Oregon, focuses on developing
technologies and products to research, diagnose, treat and prevent diseases
associated with damage from free radical and reactive oxygen species -- diseases
of oxidative stress. The company holds the rights to three therapeutic classes
of compounds in the area of oxidative stress, and develops, manufactures
and
markets products and technologies to diagnose and treat diseases caused by
oxidative stress. More information about OXIS and its products, services
as well
as current SEC filings may be obtained by visiting the Company's Web site
at
http://www.oxis.com.
Statements
in this release that are not purely historical are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E
of the Securities Exchange Act of 1934, including, without limitation, any
statements regarding beliefs, plans, estimates, projections, expectations,
goals
or intentions regarding the future. Forward-looking statements in this release
include statements regarding (i) management's expectations regarding the
company's growth opportunities for new products in cardiac risk assessment
and
custom assay development; (ii) the consummation of the merger of OXIS and
Bio
Check (iii) management's expectations regarding the combined company's
profitability.
It
is
important to note that actual outcomes could differ materially from those
in
such forward-looking statements. Readers should also refer to the documents
filed by the company with the Securities and Exchange Commission, specifically
the annual report on Form 10-KSB for the year ended December 31, 2004, filed
with the Securities and Exchange Commission on February 25, 2005, the Company's
quarterly report on Form 10-QSB filed with the Securities and Exchange
Commission on November 14, 2005, and the Company's current report on Form
8-K
filed with the Securities and Exchange Commission on January 10,
2006.
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| CONTACT: |
Deliberate
Co. |
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Anna
Gralinska, 877-879-2994 (Media Relations) |
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annag@deliberatecompany.com |