OXIS INTERNATIONAL INC
8-K, 1998-03-30
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
                       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)      March 18, 1998
                                                      --------------



                           OXIS INTERNATIONAL, INC.
- -------------------------------------------------------------------------------

               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
                                        



 Delaware                               0-8092                  94-1620407
- -------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission File Number)       (IRS Employer
 of Incorporation)                                        Identification Number)


6040 N. Cutter Circle, Suite 317       Portland, OR           97217-3935
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)


Registrant's telephone number, including area code.    (503) 283-3911
                                                       --------------

- -------------------------------------------------------------------------------
     (Former Name or Former Address, if Changed Since Last Report)



                                                    Total number of sequentially
                                                  numbered pages:              7
                                                                           -----

                                                   Exhibit Index at page:      5
                                                                           -----
<PAGE>
 
ITEM 5.  OTHER EVENTS
         ------------

     On March 18, 1998, OXIS International, Inc. announced that it has formed
two new wholly-owned subsidiaries - OXIS Health Products, Inc. and OXIS
Therapeutics, Inc.  OXIS Health Products, Inc. will take over all of the
Company's commercial operations; and OXIS Therapeutics, Inc. will continue to
pursue the discovery and development of novel therapeutics to treat diseases
associated with damage from free radicals and reactive oxygen species.

     In connection with these changes in the Company's legal structure, the
Company also announced changes in management positions, effective March 18, 1998
as follows.  Ray R. Rogers, chairman of the board, has been named chairman and
chief executive officer of OXIS International, Inc.  Dr. Anna D. Barker has
resigned as President and Chief Executive Officer of OXIS International, Inc.
Humberto V. Reyes has been named president of OXIS Health Products, Inc., and
Timothy C. Rodell, M.D., formerly Chief Operating Officer of OXIS International,
Inc., has been named president of OXIS Therapeutics, Inc.

                                       2
<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
         ---------------------------------


     (c)  Exhibits
          --------



     Exhibit 99.1  Press Release, dated March 18, 1998.

                                       3
<PAGE>
 
                                   SIGNATURE



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.



March 30, 1998                                  OXIS INTERNATIONAL, INC.
                                                       (Registrant)



                                                   /s/  Ray R. Rogers
                                                   ------------------
                                                   Ray R. Rogers
                                                   Chairman of the Board

                                       4
<PAGE>
 
                                 EXHIBIT INDEX


                                                      Page
Exhibit                                              Number
- -------                                              ------



99.1           Press Release dated March 18, 1998       6


                                        

                                       5

<PAGE>
 
                                                                    Exhibit 99.1

                      Press Release, dated March 18, 1998.



                    OXIS International Launches New Company
                     to Address Wellness Diagnostics Market

        Company Leverages Oxidative-Stress Testing Expertise to Grow its
                    Diagnostics Products in Emerging Market


          PORTLAND, Ore. -- (Business Wire) -- March 18, 1998--OXIS
International Inc. (NASDAQ:OXIS) (Nouveau Marche:OXIS) today announced that it
has launched a new operating company, OXIS Health Products Inc. complementing
its existing core therapeutics operations, now named OXIS Therapeutics Inc.

               OXIS International Inc. will operate as the publicly traded
parent company, managing the two subsidiary operations.

          Ray R. Rogers, chairman of the board, has been named chairman and
chief executive officer of OXIS International Inc.  Humberto V. Reyes, who
joined OXIS in 1997 as senior vice president to build the new operation's
business plan, has been named president of the newly formed OXIS Health Products
Inc.  Timothy C. Rodell, M.D., who joined the company in 1996 as chief operating
officer for OXIS International Inc. and president of the company's French
subsidiary, has been named president of OXIS Therapeutics Inc.

          "Starting in 1998, OXIS will strategically focus its future
diagnostics development activities in the area of wellness diagnostics, with a
specific emphasis on measuring markers of oxidative damage and nutritional
supplements," stated Reyes.

          In December 1997, the company acquired Innovative Medical Systems
Corp. (Philadelphia, Pa.), which now operates as OXIS Instruments.  The products
marketed by the company's Health Products subsidiary, including the business of
Innovative Medical Systems Corp., produced approximately $7 million in revenue
in 1997.  Through this acquisition and existing OXIS technology associated with
free radicals and reactive oxygen species (ROS), the company is developing an
instrument system to support its wellness diagnostics for placement in
alternative medical practices, physicians' offices and clinical laboratories.
The company plans to introduce its wellness system to the marketplace in the
second half of 1998.  This strategy, plus revenues from existing products,
represents the basis for the Health Products 1998 revenue goal of $10 million.

          OXIS Therapeutics Inc. will continue to pursue the discovery and
development of novel therapeutics to treat diseases associated with oxidative
damage from free radicals and ROS.  The company has begun testing its lead
molecule from a series of mimics of the natural antioxidant enzyme, glutathione
peroxidase, in a Phase II trial for inflammatory bowel disease.

          "We believe that oxidative stress is a basic disease mechanism and
that our three families of therapeutics will be applicable to the treatment of a
wide range of acute and chronic diseases," said Dr. Rodell.

          Dr. Anna D. Barker has announced her plans to resign as the president
and chief 

                                       1
<PAGE>
 
executive officer of OXIS International Inc. effective today. "Dr. Rodell was
recruited to OXIS as part of a planned transition to accelerate the progress of
the therapeutic and clinical programs," said Dr. Barker. "I am proud to have
been associated with OXIS during its formative years."

          Dr. Barker will remain as an advisor to the company in therapeutics
discovery and development and diagnostics and, at this time, will continue as a
member of the board of directors of OXIS International, Inc.  She plans to
pursue her long-time philanthropic and business interests in the areas of cancer
detection, treatment and prevention.

          "The new OXIS organization is designed to facilitate the growth of the
company's diagnostics products in the area of wellness and to further OXIS'
therapeutics discovery and development", stated Rogers.

          OXIS International, Inc. is a drug discovery and diagnostics company
focused on the development of novel therapeutic molecules, diagnostic products
and supportive technologies to diagnose, treat and prevent diseases associated
with damage from free radicals and reactive oxygen species.  Through its
catalog, the company also offers assays, spin traps, antioxidants and fine
chemicals to basic and clinical researchers working in the oxidative stress
area.

          Certain of the statements contained in this press release are forward-
looking statements, including statements concerning revenue goals, potential
growth and the development of an instrument and therapeutic drug molecules which
involve a number of uncertainties, including the company's ability to raise
necessary working capital and to further advance its products.  The events
described herein may not occur in a timely manner, or at all.  Accordingly, the
company's future activities may differ materially from those projected in the
forward-looking statements.

          OXIS has headquarters in Portland, Oregon, with research facilities
outside Paris, France.  Visit OXIS International on the World Wide Web at
http://www.oxis.com


                                      ###


               CONTACT: KVO, Inc.
                        Will Anderson, 503/221-2351
                        [email protected]
                        http://www.kvo.com

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