<PAGE>
================================================================================
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:
[x] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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:
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(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
OXIS INTERNATIONAL, INC.
6040 N. CUTTER CIRCLE, SUITE 317
PORTLAND, OREGON 97217
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 13, 1998
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 Monday, July 13, 1998 at 1:30 p.m. (local time), for the following
purposes:
1. To elect a Board of nine (9) Directors to serve for the ensuing year and
until their successors are elected.
2. To consider and act upon a proposal to amend the Company's Second
Restated Certificate of Incorporation to increase the authorized number
of shares of OXIS common stock from 50,000,000 shares to 95,000,000
shares.
3. To consider and act upon a proposal to amend the Company's Second
Restated Certificate of Incorporation to reduce the par value of OXIS
common stock from fifty cents ($.50) to one-tenth of one cent ($.001).
4. To consider and act upon a proposal to authorize the Company's Board of
Directors to amend the Company's Second Restated Certificate of
Incorporation to effect a five-to-one reverse stock split of the
Company's Common Stock.
5. 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 5, 1998, 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.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, is enclosed herewith.
By Order of the Board of Directors
Jon S. Pitcher, Secretary
Dated: June 8, 1998
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.
<PAGE>
OXIS INTERNATIONAL, INC.
6040 N. CUTTER CIRCLE, SUITE 317
PORTLAND, OREGON 97217
June 8, 1998
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 13, 1998
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 Monday, July 13, 1998 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 5, 1998, 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 for the fiscal year ended December 31, 1997. The
Company has engaged Corporate Investor Communications to assist the Company in
the distribution and solicitation of Proxies and has agreed to pay Corporate
Investor Communications a fee of $900 plus expenses for its services. 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 5, 1998, 35,909,127 shares of Common Stock,
642,583 shares of Series B Preferred Stock, 884,855 shares of Series C Preferred
Stock and 700 shares of Series D 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 and Series B Preferred Stock outstanding as
of June 5, 1998, is entitled to one vote. Each share of Series C Preferred
Stock outstanding as of June 5, 1998, 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. Shares of Series D Preferred Stock outstanding as of June 5, 1998,
are not entitled to vote at the Annual Meeting. As of the record date, each
share of Series C Preferred Stock is entitled to 1.08 - 1.15 votes, resulting in
a total of 966,713 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 June 8, 1998.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1999 Annual Meeting of
Stockholders must be received at the Company's executive offices on or before
December 29, 1998, for inclusion in the Company's Proxy Statement with respect
to such meeting.
<PAGE>
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
Under Delaware law, approval of the amendments of OXIS' Second Restated
Certificate of Incorporation to increase the authorized number of shares of
Common Stock and to decrease its par value and the proposal to authorize the
Company's Board of Directors to effect a reverse stock split of the Company's
outstanding Common Stock require the affirmative vote of both (1) the holders of
the majority of the outstanding shares of OXIS Common Stock and (2) the holders
of the majority of the outstanding shares of all of the Voting Stock;
abstentions will be treated as votes against. 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. 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
<PAGE>
Proposal 3 (amendment to the Second Restated Certificate of Incorporation to
reduce the par value of OXIS Common Stock) and Proposal 4 (authorizing the
Company's Board of Directors to effect a reverse stock split) are "non-routine"
proposals. However, Proposal 3 and Proposal 4 require the affirmative vote of a
majority of the outstanding stock entitled to vote thereon. Thus, all shares
represented by a limited Proxy at the Meeting, even if unauthorized to vote for
or against the amendment to the Second Restated Certificate of Incorporation to
reduce the par value of OXIS Common Stock and the proposal to authorize the
Company's Board of Directors to effect a reverse stock split would be included.
Broker non-votes will therefore be counted in the total pool of votes respecting
Proposals 3 and 4. The ultimate effect will be that broker non-votes will have
the same effect as votes against Proposals 3 and 4. Proposal 1 (Election of
Directors) and Proposal 2 (amendment to the Second Restated Certificate of
Incorporation to increase the number of authorized Common shares) are "routine"
matters 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 Proposals have been approved.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Board of Directors of the Company currently consists of nine 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 nine 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 nine nominees for director are set forth below:
<TABLE>
<CAPTION>
Name Age Position
---- --- ----------------
<S> <C> <C>
Ray R. Rogers 58 Chairman of the Board and
Chief Executive Officer
Anna D. Barker, Ph.D. 58 Director
Timothy G. Biro 44 Director
Richard A. Davis 62 Director
Brenda D. Gavin, D.V.M. 49 Director
Stuart S. Lang 61 Director
James D. McCamant 64 Director
David A. Needham, Ph.D. 59 Director
A.R. Sitaraman 64 Director
</TABLE>
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 May 15, 1998, 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. Executive officers not required to be included in the Summary
Compensation Table are not shown individually, but are included in the line
captioned "Executive officers and directors as a group -- 12 persons".
3
<PAGE>
<TABLE>
<CAPTION>
Name and, as Amount and nature Percent of
appropriate, address of beneficial ownership class(1)
-------------------- ----------------------- ---------
<S> <C> <C>
Credit Suisse Asset
Management Funds
Uraniastrasse 9
P.O. Box 800
8070 Zurich, Switzerland 2,300,000 (13) 6.32%
Pictet & Cie
29 Bd Georges Favon
P.O. Box 5130
1204 Geneva, Switzerland 2,285,714 (14) 6.28%
S.R. One Limited
565 E. Swedesford Road,
Suite 315
Wayne, PA 19087 2,016,948 (2)(15) 5.52%
Dr. Anna D. Barker 1,052,804 (3)(4) 2.93%
Timothy G. Biro 30,500 (3)(5) *
Richard A. Davis 21,400 (3)(11) *
Dr. Brenda D. Gavin 2,039,948 (3)(6)(12) 5.58%
Stuart S. Lang 29,000 (3) *
James D. McCamant 323,722 (3)(7) *
Dr. David A. Needham 30,000 (3)(8) *
Jon S. Pitcher 123,417 (3) *
Dr. Timothy C. Rodell 238,332 (3) *
Ray R. Rogers 782,033 (3)(9) 2.17%
A.R. Sitaraman 76,700 (3)(10) *
Executive officers and
directors as a
group -- 12 persons 4,814,522 12.90%
</TABLE>
* 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 an equal number of
shares of Common Stock, a $500,000 convertible term note convertible at
the conversion rate effective February 28, 1998, into 1,226,821 shares of
Common Stock, and a warrant exercisable for 150,000 shares of Common
Stock.
(3) The holding of directors Davis and Gavin each include 15,000 shares of
Common Stock subject to options. The holdings of directors Lang and
McCamant each include 25,000 shares of Common Stock subject to options.
The holdings of directors Biro, Needham and Sitaraman each include 30,000
shares of Common Stock subject to options. The holdings of Anna D. Barker
include 174,665 shares of Common Stock subject to options. The holdings
of Jon S. Pitcher include 100,792 shares of Common Stock subject to
options. The holdings of Timothy C. Rodell include 233,332 shares of
Common Stock subject to options. The holdings of Ray R. Rogers include
179,665 shares of Common Stock subject to options.
(4) Dr. Barker's holdings include 401,285 shares of Common Stock owned by Dr.
Barker jointly with her spouse.
4
<PAGE>
(5) Mr. Biro disclaims beneficial ownership of 25,000 shares of Common Stock
subject to options.
(6) Dr. Gavin is Vice President of S.R. One Limited. S.R. One Limited owns
1,170,610 shares of Common Stock, 428,389 shares of the Company's Series
B Preferred Stock, and a warrant exercisable for 150,000 shares of Common
Stock. S.R. One Limited also has entered into an agreement with the
Company to purchase an additional 267,949 shares of Common Stock
following OXIS' annual meeting of stockholders on July 13, 1998, provided
the stockholders approve Proposal No. 2. 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.
(7) Mr. McCamant's shares include 120,000 shares of Common Stock and 77,000
shares of the Company's Series C Preferred Stock (which are convertible
into 111,222 common shares) owned by American Health Care Fund, L.P., a
limited partnership of which Mr. McCamant is the sole general partner.
Mr. McCamant also owns 85% of Piedmont Venture Group, which is a major
investor in American Health Care Fund, L.P.
(8) Dr. Needham is a consultant to the investment advisory firm which advises
Alta-Berkeley L.P. II. Dr. Needham disclaims beneficial ownership of
543,322 shares of Common Stock, 199,342 shares of Series C Preferred
Stock and an option to purchase 16,452 shares of Common Stock owned by
Alta-Berkeley, L.P. II.
(9) Included are 10,000 shares of Common Stock owned by his individual
retirement account, as to which Mr. Rogers exercises voting and
investment power.
(10) Mr. Sitaraman's holdings include 15,300 shares of Common Stock owned by
his SEP-IRA, 8,700 shares of Common Stock owned by his wife's SEP-IRA,
6,000 shares of Common Stock owned in equal amounts by Mr. Sitaraman's
and his spouse's individual retirement accounts and 16,700 shares of
Common Stock owned jointly with his spouse.
(11) Mr. Davis' holdings include 6,400 shares of Common Stock owned by Mr.
Davis jointly with his spouse.
(12) Dr. Gavin's holdings include 8,000 shares of Common Stock owned by Dr.
Gavin jointly with her spouse.
(13) The holdings of Credit Suisse Asset Management Fund include 693,181
shares of Common Stock to be issued following OXIS' annual meeting of
stockholders on July 13, 1998, provided the shareholders approve Proposal
No. 2.
(14) The holdings of Pictet & Cie include 688,876 shares of Common Stock to be
issued following OXIS' annual meeting of stockholders on July 13, 1998,
provided the shareholders approve Proposal No. 2.
(15) The holdings of S.R. One Limited include 267,949 shares of Common Stock
to be issued following OXIS' annual meeting of stockholders on July 13,
1998, provided the shareholders approve Proposal No. 2.
Series B Preferred Stock
- ------------------------
The following table sets forth certain information, as of May 15, 1998, 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.
<TABLE>
<CAPTION>
Amount and nature Percent of
Name and address of beneficial ownership class
---------------- ----------------------- -----
<S> <C> <C>
S.R. One Limited
565 E. Swedesford Road, Suite 315
Wayne, PA 19087 428,389 66.67%
Brantley Venture Partners II, L.P.
20600 Chagrin Blvd., Suite 1150
Cleveland, OH 44122 214,194 33.33%
</TABLE>
Series C Preferred Stock
- ------------------------
The following table sets forth certain information, as of May 15, 1998, 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.
<TABLE>
<CAPTION>
Amount and nature Percent of
Name and address of beneficial ownership class
---------------- ----------------------- -----
<S> <C> <C>
Rauch & Co.
c/o State Street Bank & Trust
225 Franklin Street
Boston, MA 02110 200,000 19.58%
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
Alta-Berkeley, L.P. II
9-10 Savile Row
London W1X 1AF, United Kingdom 199,342 19.51%
Finovelec S.A.
6, rue Ancelle
92521 Neuilly Cedex, France 155,555 15.23%
Finno S.A.
4, Avenue Hoche
75008 Paris, France 136,842 13.39%
Sofinnova Capital F.C.P.R.
51, rue Saint Georges
75009 Paris, France 94,051 9.21%
Sofinnova S.A.
51, rue St. Georges
75009 Paris, France 62,700 6.14%
American Health Care Fund, L.P.
2748 Adeline, Suite A
Berkeley, CA 94703 77,000 7.54%
Marc Dumont
37 Chemin Jean Achard
CH-1231 Conches Geneve Switzerland 76,977 7.53%
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is information regarding the directors, nominees and executive
officers of the Company.
ANNA D. BARKER, PH.D.
AGE: 58
Dr. Barker has been a director of the Company since May 10, 1993, and also
previously served as the President and Chief Executive Officer of International
BioClinical, Inc. ("IBC") from 1992 until its merger with OXIS in 1994. She
served as President and Chief Executive Officer of OXIS from September 7, 1994
until her resignation effective March 18, 1998. Dr. Barker has over 20 years of
senior international management experience with Battelle Memorial Institute.
She holds B.S. and M.S. degrees from Morehead State University and Ohio State
University, respectively. Dr. Barker received her Ph.D. degree in Microbiology
from Ohio State University in 1971.
TIMOTHY G. BIRO
AGE: 44
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.
6
<PAGE>
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: 62
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: 49
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 Vice 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: 61
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 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.
7
<PAGE>
JAMES D. MCCAMANT
AGE: 64
Mr. McCamant has been a director of the Company since January 19, 1996.
Mr. McCamant is the editor of the Medical Technology Stock Letter and the
AgBiotech Stock Letter. He has held those positions since the founding of those
newsletters in December 1983 and August 1988 respectively. In addition, Mr.
McCamant is the President of Piedmont Venture Group, the publisher of the two
letters.
Mr. McCamant is the general partner of American Health Care Fund, L.P., an
investment partnership with a focus on investing in biotechnology stocks. From
1960 until he began the investment letter business, Mr. McCamant worked as a
broker, analyst and principal for a number of brokerage firms in Northern
California.
DAVID A. NEEDHAM, PH.D.
AGE: 59
Dr. Needham has been a director of OXIS since September 16, 1994. He is a
consultant with Alta-Berkeley Associates, London, England, a venture capital
group that invests in healthcare, including biotechnology, media and information
services businesses. Dr. Needham has worked with Alta-Berkeley since 1985 and
is a director of several private companies in which Alta-Berkeley has invested.
Dr. Needham is a graduate of Imperial College, University of London with B.Sc.
Hons, and a Ph.D. in Aeronautical Engineering.
RAY R. ROGERS
AGE: 58
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 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, when he recruited Dr. Barker to serve those roles.
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 in 1964 from California State University, Chico.
A.R. SITARAMAN
AGE: 64
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.
8
<PAGE>
JON S. PITCHER
AGE: 48
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 in 1971 and his M.S. degree in Management from UCLA in 1973.
HUMBERTO V. REYES
AGE: 52
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 in 1967.
TIMOTHY C. RODELL, M.D.
AGE: 47
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 1997 were Messrs. Biro, Lang, and
Sitaraman. The Compensation Committee met four times during 1997.
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 1997
were Messrs. Biro, Lang and Sitaraman. The Audit Committee met three times
during 1997.
During the year ended December 31, 1997, the Board of Directors of the Company
met nine times, and each director, except for Dr. Needham, attended at least 75%
of the Company's Board meetings. Dr. Needham attended six of the nine meetings.
The Board does not have a separate nominating committee.
9
<PAGE>
COMPENSATION OF 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 15,000 shares of Common Stock upon becoming directors of the
Company and options to purchase 5,000 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:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
NAME AND POSITION YEAR SALARY BONUS OPTIONS
<S> <C> <C> <C> <C>
Ray R. Rogers,
Chairman of the Board (7) 1997 $185,000 $37,000(2) 100,000(1)
1996 $185,000 -- 62,000(3)
1995 $185,000 $42,000(5) 55,000(4)
Dr. Anna D. Barker,
President and Chief
Executive Officer (7) 1997 $185,000 $27,750(2) 100,000(1)
1996 $185,000 -- 62,000(3)
1995 $185,000 $42,000(5) 55,000(4)
Dr. Timothy C. Rodell,
Chief Operating Officer
(from March 1, 1996) 1997 $220,000 $15,000(2) 50,000(1)
1996 $183,334 -- 325,000(6)
Jon S. Pitcher,
Vice President,
Chief Financial Officer 1997 $110,400 $14,000(2) 50,000(1)
and Secretary 1996 $105,000 -- 35,000(3)
1995 $ 91,333 $10,500(5) 25,000(4)
</TABLE>
10
<PAGE>
(1) Options to purchase 100,000 shares of Common Stock each awarded to Mr.
Rogers and Dr. Barker and options to purchase 50,000 shares of Common
Stock each awarded to Dr. Rodell and Mr. Pitcher as part of their 1997
compensation.
(2) Bonuses for 1997 approved by the Compensation Committee.
(3) Options to purchase 62,000 shares of Common Stock each awarded to Mr.
Rogers and Dr. Barker and options to purchase 35,000 shares of Common
Stock awarded to Mr. Pitcher as part of their 1996 compensation.
(4) Options to purchase 55,000 shares of Common Stock each awarded to Mr.
Rogers and Dr. Barker and options to purchase 25,000 shares of Common
Stock awarded to Mr. Pitcher as part of their 1995 compensation.
(5) Bonuses for 1995 of which $27,000 each for Mr. Rogers and Dr. Barker
and $10,500 for Mr. Pitcher were approved by the Compensation Committee
in March 1996.
(6) Options to purchase 300,000 shares of Common Stock awarded to Dr.
Rodell as part of his initial employment agreement and options to
purchase an additional 25,000 shares of Common Stock awarded as part of
his 1996 compensation.
(7) Effective March 18, 1998, Dr. Barker resigned as the Company's
President and Chief Executive Officer and Mr. Rogers was appointed Chief
Executive Officer.
In connection with Dr. Barker's resignation as the Company's President and Chief
Executive Officer, the Company and Dr. Barker have entered into a consulting
agreement pursuant to which the Company has agreed to pay to Dr. Barker $15,417
per month for a nine-month period. Pursuant to the agreement, Dr. Barker has
become fully vested with respect to all stock options issued to her by the
Company, and her right to exercise such options has been extended until a date
two years and nine months following her resignation.
OPTION GRANTS IN LAST FISCAL YEAR
Options granted to executive officers of the Company who are included in the
Summary Compensation Table above for 1997 were as shown below:
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------------------
Number of % of total
common shares options granted Exercise
underlying to employees price per Expiration
Name grant in 1997 share date
---- ----- ------- ----- ----
<S> <C> <C> <C> <C>
Ray R. Rogers 100,000 (1) 14% $.53125 September 14, 2007
Anna D. Barker 100,000 (1) 14% $.53125 September 14, 2007
Timothy C. Rodell 50,000 (1) 7% $.53125 September 14, 2007
Jon S. Pitcher 50,000 (1) 7% $.53125 September 14, 2007
</TABLE>
(1) The options granted to the executive officers during 1997 become
exercisable as to 1/3 of the shares in each of 1997, 1998 and 1999.
11
<PAGE>
FISCAL YEAR END OPTION VALUES
During 1997, no options were exercised by any of the Company's executive
officers. All options issued to executive officers who are included in the
Summary Compensation Table above are shown below.
<TABLE>
<CAPTION>
Number of
common shares Value of
underlying unexercised
unexercised in-the-money
options at options at
December 31, December 31,
Name 1997 1997
- ---- ---- ----
Exercisable Unexercisable
----------- -------------
<S> <C> <C> <C>
Ray R. Rogers 179,666 87,334 $0
Anna D. Barker 174,666 87,334 $0
Timothy C. Rodell 133,332 241,668 $0
Jon S. Pitcher 100,791 45,002 $0
</TABLE>
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, the following persons (directors and/or executive
officers of the Company) failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act for transactions or events occurring in the
preceding fiscal year ended December 31, 1997:
<TABLE>
<CAPTION>
Number Transactions not Form not
Name of reports timely reported timely filed
<S> <C> <C> <C>
Ray R. Rogers 1 1 Form 5
Anna D. Barker 1 1 Form 5
Timothy C. Rodell 1 1 Form 5
Jon S. Pitcher 1 1 Form 5
Timothy G. Biro 1 1 Form 5
Brenda A. Gavin 1 1 Form 3
Stuart S. Lang 1 1 Form 5
David A. Needham 1 1 Form 5
James D. McCamant 1 1 Forms 4 and 5
A.R. Sitaraman 1 1 Form 5
</TABLE>
All of the above forms have now been filed. All of the transactions in Company
securities as to which late filings were made as listed above (other than the
Form 3 for Dr. Gavin and Form 4 for Mr. McCamant) consisted of the grant of
options pursuant to the Company's 1994 Stock Incentive Plan. None of such
options have been exercised.
12
<PAGE>
PROPOSAL NO. 2 -- AMENDMENT TO THE COMPANY'S SECOND RESTATED CERTIFICATE OF
INCORPORATION (ITEM 2 ON PROXY CARD)
INCREASE IN NUMBER OF AUTHORIZED COMMON SHARES
The Board of Directors of OXIS has adopted a resolution to amend the first
paragraph of Article FOURTH of the Second Restated Certificate of Incorporation
of OXIS to increase the number of authorized shares of OXIS Common Stock from
50,000,000 to 95,000,000 shares. Upon adoption of this amendment and the
amendment proposed in Proposal No. 3, which would reduce the par value of OXIS
Common Stock to one-tenth of one cent ($.001), the first paragraph of Article
FOURTH of the Second Restated Certificate of Incorporation of OXIS would read in
its entirety as follows:
FOURTH: The Company is authorized to issue a total of ninety-five
million (95,000,000) shares of Common Stock, each of which shares of
Common Stock has a par value of one-tenth of one cent ($.001).
Dividends may be paid on the Common Stock as and when declared by the
Board of Directors, out of any funds of the Company legally available
for the payment of such dividends, and each share of Common Stock will
be entitled to one vote on all matters on which such stock is entitled
to vote. All duly authorized One Dollar ($1.00) and Fifty Cent ($.50)
par value shares outstanding shall be deemed shares having a par value
of one-tenth of one cent ($.001).
If Proposal No. 3 is not approved, the par value of OXIS Common Stock will
remain at fifty cents ($.50).
The purpose of such amendment is to increase the number of authorized shares of
OXIS Common Stock from 50,000,000 to 95,000,000 shares. As of June 5, 1998,
OXIS had outstanding 35,909,127 shares of Common Stock. Some of the
additional authorized shares will be sold in connection with the Private
Placement (as defined below).
Between April 28, 1998 and May 7, 1998 the Company offered and sold, pursuant to
Regulation D, an exemption from the registration requirements of the Securities
Act, shares of its Common Stock and warrants (the "Private Placement"). The
investors in the Private Placement were primarily situated in countries other
than the United States. Investors in the Private Placement purchased units,
each consisting of one share of Common Stock and a warrant to purchase one
share of Common Stock. The investors purchased each unit at a price equal to
the closing price of the Common Stock as quoted on the NASDAQ National Market
for the preceding trading day. The warrants to purchase Common Stock have an
exercise price equal to one hundred twenty percent (120%) of the purchase price
of the units. The Private Placement was structured to be conducted in two (2)
closings. In the first closing, 6,936,142 units were sold, with gross proceeds
of $6,259,060. The number of shares of Common Stock and warrants purchased by
the investors in the Private Placement distributed in connection with the first
closing held under the Private Placement Agreement did not obligate or cause the
Company to issue shares of Common Stock in excess of the number currently
authorized. In the event that Proposal No. 2 is approved an additional
2,992,249 units will be sold by the Company to the same investors upon the same
terms and conditions as in the initial closing. The $2,700,155 required to
purchase units at the subsequent closing have already been committed to the
Company and are being held by an escrow agent pending approval of Proposal No.
2. The Company has agreed to file with the Securities and Exchange Commission a
registration statement covering the resale of the securities issued in the
Private Placement.
The OXIS Board believes that it is desirable for OXIS to have additional
authorized but unissued shares of OXIS Common Stock to provide flexibility to
act promptly with respect to acquisitions, public and private financing, stock
dividends and for other appropriate purposes. Approval of the increase now will
eliminate delays and the expense which otherwise would be incurred if
stockholder approval were required to increase the authorized number of shares
of OXIS Common Stock for possible future transactions involving the issuance of
additional shares. However, the rules of the National Association of Securities
Dealers ("NASD") governing corporations with securities listed on the Nasdaq
National Market would still require stockholder approval by a majority of the
13
<PAGE>
total votes cast in person or by Proxy prior to the issuance of designated
securities (i) where the issuance would result in a change of control of the
Company, (ii) in connection with the acquisition of the stock or assets of
another company if an affiliate of the Company has certain interlocking
interests with the Company to be acquired or where the Company issues more than
twenty percent (20%) of its currently outstanding shares of Common Stock or
(iii) in connection with a transaction other than a public offering involving
the sale or issuance of more than twenty percent (20%) of the Common Stock or
voting power outstanding before the issuance, subject to certain exceptions or
application to the NASD.
The additional shares of OXIS Common Stock may be issued, subject to certain
exceptions, by the Company's Board of Directors at such times, in such amounts
and upon such terms as the OXIS Board may determine without further approval of
the stockholders. Any such issuance could reduce the current stockholders'
proportionate interests in OXIS or dilute the stock ownership of persons seeking
to obtain control of OXIS, depending on the number of shares issued and the
purpose, terms and conditions of the issuance. Stockholders have no preemptive
rights to subscribe to additional shares when issued.
VOTE REQUIRED
The approval of the amendment of OXIS' Second Restated Certificate of
Incorporation to increase the number of authorized Common shares requires the
affirmative vote of (1) the holders of the majority of the outstanding shares of
OXIS Common Stock and (2) the holders of a majority of the outstanding shares of
all of the Voting Stock. Consequently, abstentions will have the effect of a
vote against the proposed amendment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
OXIS' SECOND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON SHARES.
PROPOSAL NO. 3 -- AMENDMENT TO THE COMPANY'S SECOND RESTATED CERTIFICATE OF
INCORPORATION (ITEM 3 ON PROXY CARD)
REDUCTION IN PAR VALUE OF COMMON STOCK
The Board of Directors of OXIS has adopted a resolution to amend the first
paragraph of Article FOURTH of the Second Restated Certificate of Incorporation
of OXIS to reduce the par value of OXIS Common Stock from fifty cents ($.50) to
one-tenth of one cent ($.001).
PURPOSE AND EFFECT OF REDUCTION IN PAR VALUE OF COMMON STOCK
Section 153 of the Delaware General Corporation Law provides that shares of
stock may not be issued for consideration less than the par value thereof. The
OXIS Board believes that it is desirable for OXIS to reduce the par value of
OXIS Common Stock to provide the Company with the ability to issue and sell
additional Common Stock for consideration less than $.50 per share, if such
pricing is required by market conditions. The reduction of par value would also
allow the Company to issue options or warrants with exercise prices less than
$.50 per share. Recent trading of the Company's Common Stock at certain times
at prices less than $.50 have, in the opinion of the OXIS Board, made the
reduction of the par value of OXIS Common Stock necessary in order that the
Company may continue to appropriately raise additional capital and issue options
and warrants at prices commensurate with its trading prices.
Although the Board of Directors has no present intention of doing so, the
reduction in par value could allow the Company to issue additional shares of
Common Stock that could make more difficult or discourage an attempt to obtain
control of the Company by means of a merger, tender offer, proxy contest or
other means. In addition, as a matter of Delaware law, assuming the passage of
Proposal No. 3, if the Board of Directors acts to reduce the capital of the
Company to a level commensurate with the new par value of $.001, the Company
will have the ability to effect certain dividends, distributuions or redemtions
which it otherwise could not given the current $.50 par value of its Common
Stock.
VOTE REQUIRED
The approval of the amendment of OXIS' Second Restated Certificate of
Incorporation to reduce the par value of OXIS Common Stock requires the
affirmative vote of (1) the holders of the majority of the outstanding shares of
OXIS Common Stock and (2) the holders of a majority of the outstanding shares of
all of the Voting Stock. Consequently, abstentions will have the effect of a
vote against the proposed amendment.
14
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
OXIS' SECOND RESTATED CERTIFICATE OF INCORPORATION TO REDUCE THE PAR VALUE OF
OXIS COMMON STOCK.
PROPOSAL NO. 4 -- AUTHORIZATION OF BOARD OF DIRECTORS TO EFFECT REVERSE STOCK
SPLIT OF OUTSTANDING SHARES OF COMMON STOCK (ITEM 4 ON PROXY CARD)
GENERAL
The Board of Directors is seeking to obtain stockholder authorization for the
Board of Directors of the Company at its discretion to amend the Second Restated
Certificate of Incorporation of the Company (the "Amendment") to effect a
reverse split of the Company's Common Stock pursuant to which each five (5)
shares of Common Stock then outstanding will be converted into one share of
Common Stock (the "Reverse Split"). If approved by the stockholders, the Board
will have the authority without further stockholder approval to effect the
Reverse Split. The Board of Directors reserves the right notwithstanding
stockholder approval and without further action or approval by the stockholders,
to decide not to proceed with the Amendment, if at any time prior to its
effectiveness it determines, in its sole discretion, that the Amendment is no
longer in the best interests of the Company and its stockholders.
In lieu of issuing the fractional shares that will result from the Reverse Split
to stockholders of record whose shareholdings are not wholly divisible by five
(5) immediately prior to the Reverse Split, the Company will make a cash payment
of any fractional shares to such persons based on the average reported closing
bid and asked prices of the Common Stock on the NASDAQ National Market System
("NASDAQ") for the ten trading days immediately preceding the Effective Date, as
discussed below. The text of the Amendment will be in the form presented below.
Subsequent to Stockholder approval, the filing of the Amendment and the
completion of the Reverse Split will only be effected if at any time prior to
the Company's Annual Meeting of Stockholders held in 1999, the Board of
Directors, in it sole discretion, deems the implementation of the Amendment
advisable.
Upon adoption of this proposal at the discretion of the Company's Board of
Directors Article FOURTH of the Second Restated Certificate of Incorporation
would be amended by appending to the current text the following provisions:
Simultaneously with the effective date of this amendment (the "Effective
Date"), each share of Common Stock issued and outstanding immediately prior
to the Effective Date (the "Old Common Stock") shall automatically and
without any action on the part of the holder thereof be reclassified as and
changed into one-fifth (1/5) share of New Common Stock (the "New Common
Stock "), subject to the treatment of fractional share interests as
described below. Such reclassification and change of Old Common Stock into
New Common Stock shall not change the par value per share of the shares
reclassified and changed. Each holder of a certificate or certificates
which immediately prior to the Effective Date represented outstanding
shares of Old Common Stock (the "Old Common Stock Certificates," whether
one or more) shall be entitled to receive upon surrender of such Old Common
Stock Certificates to the Corporation's Transfer Agent for cancellation, a
certificate or certificates (the "New Common Stock Certificates," whether
one or more) representing the number of whole shares of New Common Stock
into which and for which the shares of the Old Common Stock formerly
represented by such Old Common Stock Certificates so surrendered, are
reclassified under the terms hereof. From and after the Effective Date,
Old Common Stock Certificates shall represent only the right to receive New
Common Stock Certificates (and, where applicable, cash in lieu of
fractional shares, as provided below) pursuant to the provisions hereof.
No certificates or scrip representing fractional share interests in New
Common Stock will be issued, and no such fractional share interest will
entitle the holder thereof to vote, or to any rights of a stockholder of
the Corporation. A holder of Old Common Stock Certificates shall receive,
in lieu of any fraction of a share of New Common Stock to which the holder
would otherwise be entitled, a cash payment therefor in an amount equal to
the
15
<PAGE>
product of (a) the fraction of such share and (b) the average of the
closing reported bid and asked prices of one share of Old Common Stock, as
reported on the NASDAQ National Market System, for the ten trading days
immediately preceding the Effective Date for which transactions in Old
Common Stock are reported thereon. If more than one Old Common Stock
Certificate shall be surrendered at one time for the account of the same
stockholder, the number of full shares of New Common Stock for which New
Common Stock Certificates shall be issued shall be computed on the basis of
the aggregate number of shares represented by the Old Common Stock
Certificates so surrendered. In the event that the Transfer Agent
determines that a holder of Old Common Stock Certificates has not tendered
all the holder's certificates for exchange, the Transfer Agent shall carry
forward any fractional share until all certificates of that holder have
been presented for exchange such that payment for fractional shares to any
one holder shall not exceed the value of one share. If any New Common
Stock Certificate is to be issued in a name other than that in which the
Old Common Stock Certificates surrendered for exchange are issued, the Old
Common Stock Certificates so surrendered shall be properly endorsed and
otherwise in proper form for transfer, and the person or persons requesting
such exchange shall affix any requisite stock transfer tax stamps to the
Old Common Stock Certificates surrendered, or provide funds for their
purchase, or establish to the satisfaction of the Transfer Agent that such
taxes are not payable. From and after the Effective Date, the amount of
capital represented by the shares of the New Common Stock into which and
for which the shares of the Old Common Stock are reclassified under the
terms hereof shall be the same as the amount of capital represented by the
shares of Old Common Stock so reclassified, until thereafter reduced or
increased in accordance with applicable law.
PURPOSE AND EFFECT OF THE REVERSE STOCK SPLIT
The principal effect of the Reverse Split if implemented, will be to decrease
the number of outstanding shares of Common Stock from 35,909,127 (as of June 5,
1998) to approximately 7,181,825 shares. The number of shares of Common Stock
issuable upon exercise of options and warrants and upon conversion of
convertible preferred stock will likewise be reduced. The respective voting
rights and other rights that accompany the Common Stock will not be altered by
the Reverse Split (other than as a result of payment of cash in lieu of
fractional shares (as discussed below)). Also, the par value of the Common
Stock and the number of authorized shares of the Company's capital stock, will
not be affected by the Reverse Split.
The Board of Directors believes that a decrease in the number of shares of
Common Stock outstanding without any material alteration of the proportionate
economic interest in the Company represented by individual stockholdings will
increase the bid price of the Common Stock and bring such bid price into
compliance with the listing requirements of the NASDAQ. To come into
compliance, the closing bid price of the Company's Common Stock must equal or
exceed $1 for ten consecutive trading days. The Company is currently seeking a
waiver from the NASDAQ permitting the Company's Common Stock continued
designation as a NASDAQ National Market security pending the effectiveness of
the Reverse Split and subsequent trading in the Common Stock. No assurance can
be given that the market price of the Common Stock will rise in proportion to
the reduction in the number of shares outstanding resulting from the Reverse
Split or that any time in the future the Company's Common Stock will not fail to
be in compliance with NASDAQ requirements.
The Board of Directors further believes that the current relatively low per
share market price of the Common Stock may impair the acceptability of the
Common Stock to certain institutional investors and other members of the
investing public. While the number of shares outstanding should not, by itself,
affect the marketability of the stock, the type of investor who acquires it or
the Company's reputation in the financial community, the Company believes that,
in practice, this is not necessarily the case, as certain investors view low-
priced stock as unattractive or, as a matter of policy, are precluded from
purchasing lower-priced shares. In addition, certain brokerage houses, as a
matter of policy, will not extend margin credit on stocks trading at lower
prices. On the other hand, certain other investors may be attracted to low-
priced stock because of the greater trading volatility sometimes associated with
such securities.
16
<PAGE>
There can be no assurance that the Reverse Split will not adversely impact the
market price of the Common Stock, that the marketability of the Common Stock
will improve as a result of approval of the Reverse Split or that the approval
of the Reverse Split will otherwise have any of the effects described
herein.
Although the Board of Directors has no present intention of doing so, the larger
number of shares available for future issuance subsequent to the Reverse Split
could be used to create impediments to persons seeking to gain control of the
Company or could be privately placed with purchasers favorable to the Board of
Directors in opposing such action. Such additional shares could have the effect
of discouraging unsolicited takeover attempts or be used to dilute the stock
ownership of a person or entity seeking to obtain control of the Company should
the Board of Directors consider the action of such entity or person not to be
in the best interest of the stockholders and the Company.
The current Proposals to amend the Certificate are not in response to any effort
to accumulate the Company's stock or to obtain control of the Company by means
of a merger, tender offer, solicitation in opposition to management or
otherwise. In addition, the Proposal is not part of any plan by management to
recommend a series of similar amendments to the Board of Directors and
stockholders. The Board does not currently contemplate recommending the
adoption of any other amendments to the Certificate which could be construed to
affect the ability of third parties to takeover or change control of the
Company.
CERTIFICATES AND FRACTIONAL SHARES
Upon the effectiveness of the Reverse Split, the certificates presently
representing shares of Common Stock will be deemed to represent one-fifth the
number of shares of Common Stock indicated thereon. New certificates of Common
Stock will be issued in due course as old certificates are tendered to the
transfer agent for exchange or transfer. No fractional shares of Common Stock
will be issued and, in lieu thereof, stockholders holding a number of shares of
Common Stock not evenly divisible by five (5), and stockholders holding fewer
than five (5) shares of Common Stock, upon surrender of their old certificates,
will receive cash in lieu of fractional shares of Common Stock. The price
payable by the Company for the fractional shares of Common Stock will be
determined by multiplying the fraction of a new share by the equivalent of the
average of the closing bid and ask prices for one old share of Common Stock for
the ten trading days immediately preceding the effective date of the Reverse
Split for which transactions in the Common Stock are reported, as determined
from the NASDAQ National Market System.
SOURCE OF FUNDS
The funds required to purchase the fractional shares are available and will be
paid from the current cash reserves of the Company. The Company's stockholders
list indicates that a portion of the outstanding Common Stock is registered in
the names of clearing agencies and broker nominees. It is, therefore, not
possible to predict with certainty the number of fractional shares and the total
amount that the Company will be required to pay to redeem such shares. However,
it is not anticipated that the funds necessary to effect the cancellation of
fractional shares will be material.
FEDERAL INCOME TAX CONSEQUENCES
Except as described below with respect to cash received in lieu of fractional
share interests, the receipt of Common Stock in the Reverse Split should not
result in any taxable gain or loss to stockholders for federal income tax
purposes. If the Reverse Split is approved, the tax basis of Common Stock
received as a result of the Reverse Split (including any fractional share
interests to which a stockholder is entitled) will be equal, in the aggregate,
to the basis of the shares exchanged for the Common Stock. For tax purposes,
the holding period of the shares immediately prior to the effective date of the
Reverse Split will be included in the holding period of the Common Stock
received as a result of the Reverse Split, including any fractional share
interests to which a stockholder is entitled. A stockholder who receives cash
in lieu of fractional shares of Common Stock will be treated as first receiving
such fractional shares and then receiving cash equal to the difference between
the amount of cash received and the adjusted basis of the fractional shares
treated as surrendered for cash.
VOTE REQUIRED
The approval of the proposal to authorize the Company's Board of Directors to
effect a reverse split of the Company's Common Stock requires the affirmative
vote of (1) the holders of the majority of the outstanding shares of OXIS Common
Stock and (2) the holders of a majority of the outstanding shares of all of the
Voting Stock. Consequently, abstentions will have the effect of a vote against
Proposal No. 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO
AUTHORIZE THE COMPANY'S BOARD OF DIRECTORS TO EFFECT A REVERSE SPLIT OF THE
COMPANY'S COMMON STOCK.
17
<PAGE>
SELECTION OF INDEPENDENT AUDITORS
Deloitte & Touche LLP has been selected to act as the Company's principal
accountant for the fiscal year ending December 31, 1998. Representatives of
Deloitte & Touche are expected to be present at the Meeting with the opportunity
to make a statement if they desire to do so and to respond to questions of
stockholders.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters which are to be
brought before the Meeting. If any other matters should be presented for proper
action, it is the intention of the persons named in the Proxy to vote in
accordance with their discretion pursuant to the terms of the Proxy.
It is important the Proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to fill in, sign, date
and return the enclosed Proxy.
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Securities and Exchange Commission, is being
delivered simultaneously herewith to each stockholder of the Company of record
as of June 5, 1998, and is incorporated by reference herein.
The Company's stock transfer agent and registrar is Boston EquiServe, P.O. Box
644, Boston, MA 02102. Telephone: (800) 442-2001.
OXIS INTERNATIONAL, INC.
By Ray R. Rogers
Chairman and Chief Executive Officer
18
<PAGE>
OXIS INTERNATIONAL, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ray R. Rogers, Stuart S. Lang and each of
them, as Proxies, each with the power to appoint his or her substitute, to
represent and to vote, as designated on the reverse side, all the shares of
Common Stock and voting Preferred Stock of OXIS International, Inc., held of
record by, or otherwise entitled to be voted by, the undersigned on June 5, 1998
at the 1998 Annual Meeting of Stockholders of OXIS International, Inc., to be
held on July 13, 1998 and any adjournment or postponement thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE REVERSE SIDE
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<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE INDICATED, THE PROXIES
WILL VOTE FOR PROPOSALS 1, 2, 3 AND 4.
1. ELECTION OF DIRECTORS
NOMINEES: Anna D. Barker, Ph.D.; Timothy G. Biro; Richard A. Davis; Brenda D.
Gavin; Stuart S. Lang; James D. McCamant; David A. Needham, Ph.D.; Ray R.
Rogers; A.R. Sitaraman
FOR _______ WITHHELD _______ FOR ALL NOMINEES EXCEPT AS NOTED _______
2. To approve the proposal to amend the Company's Second Restated Certificate
of Incorporation to increase the authorized number of shares of Common Stock
from 50,000,000 to 95,000,000 shares.
FOR _______ WITHHELD _______ ABSTAIN _______
3. To approve the proposal to amend the Company's Second Restated Certificate
of Incorporation to reduce the par value of OXIS common stock from fifty cents
($.50) to one-tenth of one cent ($.001).
FOR _______ WITHHELD _______ ABSTAIN _______
4. To authorize the Company's Board of Directors at its discretion to amend the
Company's Second Restated Certificate of Incorporation to effect a five-to-one
reverse split of the Company's Common Stock.
FOR _______ WITHHELD _______ ABSTAIN _______
5. OTHER MATTERS
The Proxies are authorized to vote in their discretion, upon such other
matters as may properly come before the meeting, and any adjournment or
postponement thereof.
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PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE RETURN ENVELOPE
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ENCLOSED.
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If stock is held jointly, signature should include both names. If stock is held
by executors, administrators, trustees, guardians and others signing in a
representative capacity, please give full title. If stock is held by a
corporation, please sign in full corporate name and give name and title of
authorized officer. If stock is held by a partnership, please sign in
partnership name by authorized person.
Signature: ____________________________ Date: _________
Signature: ____________________________ Date: _________
