<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
X Annual report pursuant to Section 13 or 15(d) of the Securities
----
Exchange Act of 1934 for the fiscal year ended December 31, 1998.
____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ______ to ______.
Commission File Number O-8092
OXIS International, Inc.
A Delaware corporation
I.R.S. Employer Identification No. 94-1620407
6040 N. Cutter Circle, Suite 317
Portland, OR 97217
Telephone: (503) 283-3911
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO _________
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant as February 22, 1999 (assuming conversion of all outstanding voting
preferred stock into common stock) was $18,142,000.
Number of shares outstanding of Registrant's common stock as of February 22,
1999: 7,845,352 shares.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant.
Directors of the Company are:
Timothy G. Biro Richard A. Davis
Brenda D. Gavin, D.V.M. Stuart S. Lang
Ray R. Rogers A.R. Sitaraman
Executive Officers of the Company are:
Ray R. Rogers, Jon S. Pitcher
Chairman and C.E.O. Secretary,
Vice President, Finance and Administration,
Chief Financial Officer
Humberto V. Reyes Timothy C. Rodell, M.D.
President, President,
OXIS Health Products, Inc. OXIS Therapeutics, Inc.
TIMOTHY G. BIRO
AGE: 45
Mr. Biro has been a director of the Company since August 15, 1995. Mr. Biro is
currently the Managing Partner of Ohio Innovation Fund I, L.P., a venture
capital partnership which invests in early-stage technology based businesses. In
addition to being a director of OXIS, Mr. Biro is a member of the board of
directors of Collaborative Clinical Research, Inc.
Mr. Biro was previously a general partner of Brantley Ventures Partners II, L.P.
and Brantley Venture Partners III, L.P. Prior to joining Brantley Venture
Partners in 1991, Mr. Biro was Superintendent of Pharmaceutical Manufacturing at
Merck & Co., Inc. Mr. Biro holds B.S. degrees in Microbiology from Pennsylvania
State University and in Pharmacy from Temple University, and an MBA from the
Wharton School of Business.
RICHARD A. DAVIS
AGE: 63
Mr. Davis has been a member of the Board since January 28, 1998. Mr. Davis is
currently President and Chief Executive Officer of Pentzer Corporation, a
private investment company and an affiliate of Avista Corporation. 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.
<PAGE>
BRENDA D. GAVIN, D.V.M.
AGE: 50
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: 62
Mr. Lang has been a director of the Company since January 19, 1996.
Mr. Lang has worked in the accounting field for over 25 years. He has been a
tax partner and subsequently partner in charge of the Portland office of a
national CPA firm. He founded a local accounting firm, The Lang Group, in
Portland, Oregon, in 1985, and was managing member of that firm until 1997 when
it combined with Yergen & Meyer LLP. Mr. Lang currently divides his time
between public accounting and as an officer of a merger and acquisition advisory
company.
Mr. Lang is past Chairman of IA International, an international affiliation of
independent accounting firms. He has served as a member of AICPA tax
subcommittees, including Responsibilities in Tax Practice, and as chairman of
the OSCPA Taxation and Estate Planning Committees.
RAY R. ROGERS
Age: 59
Mr. Rogers has been Chairman of the Board of the Company since May 10, 1993, and
Chief Executive Officer since March 18, 1998. He also served as Chairman of the
Board of Directors of International BioClinical, Inc, ("IBC") from its
organization in 1983 until its merger with the Company in 1994. Mr. Rogers
served as President and Chief Executive Officer of IBC from 1983 until 1992.
Prior to his involvement with IBC, Mr. Rogers was the principal in charge of
consulting services at the Portland, Oregon, office of the international
accounting firm of Arthur Young & Company. Mr. Rogers received his B.S. degree
in Business Administration from California State University, Chico.
A.R. SITARAMAN
AGE: 65
Mr. Sitaraman has been a director of the Company since May 10, 1993. Mr.
Sitaraman earned an industrial engineering degree prior to graduating from the
Indian Air Force Flying College and embarking upon an 18-year career as a pilot
and instructor in the Indian Air Force.
2
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Mr. Sitaraman is the President and Chief Executive Officer of Sitrex
International, Inc., a corporation involved in development, syndication and
consulting in the real estate industry, in addition to the import and export
business.
JON S. PITCHER
AGE: 49
Mr. Pitcher, a Certified Public Accountant, has been Vice President and Chief
Financial Officer of OXIS since September 7, 1994, and Secretary of the Company
since August 15, 1995. Prior to the merger of IBC with the Company, Mr. Pitcher
was Chief Financial Officer of IBC, a position he had held since 1991.
Prior to joining IBC, Mr. Pitcher was a partner in the international accounting
firm, Ernst & Young, specializing in services to health care clients. Mr.
Pitcher received his B.S. degree in Business Administration from Pepperdine
University and his M.S. degree in Management from UCLA.
HUMBERTO V. REYES
AGE: 53
Effective March 18, 1998, Mr. Reyes was appointed President of OXIS Health
Products, Inc., a newly-formed subsidiary of the Company. Mr. Reyes joined the
Company in August 1997 as Senior Vice President. Prior to joining OXIS, Mr.
Reyes was Chief Executive Officer of BPR Health International, a start up
company involved in alternative health care products. Previous to BPR Health
International, Mr. Reyes was Vice President and General Manager of the
Chromatography Division of Varian & Associates. Mr. Reyes received a B.S. in
Chemistry from the University of Puerto Rico.
TIMOTHY C. RODELL, M.D.
AGE: 48
Dr. Rodell was Chief Operating Officer of the Company from March 1, 1996 until
March 18, 1998 when he was appointed President of OXIS Therapeutics, Inc., a
newly-formed subsidiary of the Company. Dr. Rodell is also President of OXIS
International S.A. Prior to joining OXIS, Dr. Rodell spent ten years with
Cortech, Inc., a Denver-based biopharmaceutical company, where he was most
recently Executive Vice President of Operations and Product Development. At
Cortech, Dr. Rodell was responsible for all phases of drug development including
regulatory affairs and clinical trials.
Dr. Rodell received his M.D. and A.B. degrees from the University of North
Carolina, at Chapel Hill. He subsequently completed post-doctoral training at
the Eleanor Roosevelt Institute for Cancer Research and the Webb-Waring Lung
Institute in Denver, Colorado. Dr. Rodell is Board Certified in Internal
Medicine and Pulmonary Medicine and is a Fellow of the American College of Chest
Physicians.
3
<PAGE>
SECTION 16(A) 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 Securities Exchange Act of 1934, as amended, for
transactions or events occurring in the preceding fiscal year ended December 31,
1998:
<TABLE>
<CAPTION>
Number Transactions not Form not
Name of reports timely reported timely filed
---------- ---------------- ------------
<S> <C> <C> <C>
James D. McCamant 1 1 Form 5
</TABLE>
The above form has now been filed. All of the transactions in Company
securities as to which late filings were made as listed consisted of the grant
of options pursuant to the Company's 1994 Stock Incentive Plan. None of such
options have been exercised.
ITEM 11. EXECUTIVE COMPENSATION
Directors
The Company pays an annual fee of $4,000 to each non-employee director and an
additional $1,000 to non-employee directors for serving as committee chairmen,
but does not pay meeting fees. Directors are also reimbursed for their expenses
incurred in attending meetings. Employee directors receive no compensation as
directors. Compensation is also paid for special assignments.
Under the Company's 1994 Stock Incentive Plan non-employee directors are awarded
options to purchase 3,000 shares of Common Stock upon becoming directors of the
Company and options to purchase 1,000 shares of Common Stock annually
thereafter.
EXECUTIVE OFFICERS
Summary Compensation Table
- --------------------------
The following table shows the compensation paid during the last three years to
Company officers who received more than $100,000, or served as Chief Executive
Officer:
<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/ 1998 $ 210,200 $50,000/2/ 28,000/1/
1997 $ 185,000 $37,000/4/ 20,000/3/
1996 $ 185,000 -- 12,400/5/
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- -------------
NAME AND POSITION YEAR SALARY BONUS OPTIONS
<S> <C> <C> <C> <C>
Dr. Anna D. Barker,
President and Chief Executive Officer /7/ 1998 $ 61,100 -- --
1997 $ 185,000 $27,750/4/ 20,000/3/
1996 $ 185,000 -- 12,400/5/
Dr. Timothy C. Rodell,
President, OXIS Therapeutics, Inc. 1998 $ 224,600 $50,000/2/ 20,000/1/
(from March 1, 1996) 1997 $ 220,000 $15,000/4/ 10,000/3/
1996 $ 183,300 -- 65,000/6/
Humberto V. Reyes
President, OXIS Health Products, Inc. 1998 $ 150,100 $35,000/2/ 15,000/1/
(from August 1, 1997)
Jon S. Pitcher,
Vice President, Chief Financial Officer 1998 $ 124,200 $25,000/2/ 15,000/1/
and Secretary 1997 $ 110,400 $14,000/4/ 10,000/3/
1996 $ 105,000 -- 7,000/5/
</TABLE>
/1/ Options to purchase 28,000 shares of Common Stock awarded to Mr. Rogers,
options to purchase 20,000 shares of Common Stock awarded to Dr. Rodell
and options to purchase 15,000 shares of Common Stock awarded to Messrs.
Reyes and Pitcher as part of their 1998 compensation.
/2/ Bonuses for 1998 approved by the Compensation Committee.
---
/3/ Options to purchase 20,000 shares of Common Stock each awarded to Mr.
---
Rogers and Dr. Barker and options to purchase 10,000 shares of Common
Stock each awarded to Dr. Rodell and Mr. Pitcher as part of their 1997
compensation.
/4/ Bonuses for 1997 approved by the Compensation Committee.
---
/5/ Options to purchase 12,400 shares of Common Stock each awarded to Mr.
---
Rogers and Dr. Barker and options to purchase 7,000 shares of Common
Stock awarded to Mr. Pitcher as part of their 1996 compensation.
/6/ Options to purchase 60,000 shares of Common Stock awarded to Dr. Rodell
---
as part of his initial employment agreement and options to purchase an
additional 5,000 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 entered into a consulting
agreement pursuant to which the Company 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 1998 were as shown below:
5
<PAGE>
<TABLE>
<CAPTION>
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------------------
Number of % of total
common shares options granted Exercise
underlying to employees price per Expiration
Name grant in 1998 share date
- ---- ------------- --------------- ---------- -----------
<S> <C> <C> <C> <C>
Ray R. Rogers 28,000 /1/ 30% $3.44 July 12, 2008
Timothy C. Rodell 20,000 /1/ 21% $3.44 July 12, 2008
Humberto V. Reyes 15,000 /1/ 16% $3.44 July 12, 2008
Jon S. Pitcher 15,000 /1/ 16% $3.44 July 12, 2008
</TABLE>
/1/ /The options granted to the executive officers during 1998 become
exercisable /each of 1998, 1999 as to 1/3 of the shares in / and 2000.
FISCAL YEAR END OPTION VALUES
During 1998, 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 1998 1998
- ---- ---------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Ray R. Rogers 52,066 25,334 $2,916 $1,458
Anna D. Barker 49,400 0 $4,375 $ 0
Timothy C. Rodell 58,334 36,666 $1,458 $ 729
Humberto V. Reyes 31,666 23,334 $5,833 $2,916
Jon S. Pitcher 30,667 13,333 $1,458 $ 729
</TABLE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Beneficial Ownership of Securities
Common Stock
- ------------
The following table sets forth certain information, as of February 28, 1999,
with respect to persons known to the Company to be the beneficial owner of more
than five percent of the Company's Common Stock and beneficial ownership by
directors 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 -- 9 persons".
6
<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 920,000 /10/ 11.08%
Pictet & Cie
29 Bd Georges Favon
P.O. Box 5130
1204 Geneva, Switzerland 914,286 /11/ 11.08%
S.R. One Limited
200 Barr Harbor Drive, Suite 250
W. Conshohocken, PA 19428 586,801 /2/ 7.21%
Timothy G. Biro 7,100 /3/4/ *
Richard A. Davis 6,340 /3/8/ *
Dr. Brenda D. Gavin 586,801 /3/5/9/ 7.21%
Stuart S. Lang 6,800 /3/ *
Jon S. Pitcher 35,191 /3/ *
Humberto V. Reyes 31,666 /3/ *
Dr. Timothy C. Rodell 79,334 /3/ 1.00%
Ray R. Rogers 164,922 /3/6/ 2.09%
A.R. Sitaraman 16,340 /3/7/ *
Executive officers and directors
as a group -- 9 persons 934,494 11.18%
</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 85,677 shares of
Common Stock and warrants exercisable for 207,812 shares of Common Stock.
The holdings of S.R. One Limited also include 1,600 shares of Common Stock
owned by Dr. Gavin and 4,000 shares of Common Stock subject to options
held by Dr. Gavin.
7
<PAGE>
3/ The holding of directors Davis and Gavin each include 4,000 shares of
Common Stock subject to options. The holdings of director Lang include
6,000 shares of Common Stock subject to options. The holdings of directors
Biro and Sitaraman each include 7,000 shares of Common Stock subject to
options. The holdings of Jon S. Pitcher include 30,666 shares of Common
Stock subject to options. The holding of Humberto V. Reyes include 31,666
shares of Common Stock subject to options. The holdings of Timothy C.
Rodell include 78,334 shares of Common Stock subject to options. The
holdings of Ray R. Rogers include 52,066 shares of Common Stock subject to
options.
4/ Mr. Biro disclaims beneficial ownership of 5,000 shares of Common Stock
subject to options.
5/ Dr. Gavin is Vice President of S.R. One Limited. S.R. One Limited owns
287,712 shares of Common Stock, 428,389 shares of the Company's Series B
Preferred Stock, and warrants exercisable for 207,812 shares of Common
Stock. The holdings of S.R. One Limited are included in Dr. Gavin's
holdings, but Dr. Gavin disclaims beneficial ownership of the OXIS
securities owned by S.R. One Limited.
6/ Included are 2,000 shares of Common Stock owned by his individual
retirement account, as to which Mr. Rogers exercises voting and investment
power.
7/ Mr. Sitaraman's holdings include 3,060 shares of Common Stock owned by his
SEP-IRA, 1,740 shares of Common Stock owned by his wife's SEP-IRA, 1,200
shares of Common Stock owned in equal amounts by Mr. Sitaraman's and his
spouse's individual retirement accounts and 3,340 shares of Common Stock
owned jointly with his spouse.
8/ Mr. Davis' holdings include 1,280 shares of Common Stock owned by Mr.
Davis jointly with his spouse.
9/ Dr. Gavin's holdings include 1,600 shares of Common Stock owned by Dr.
Gavin jointly with her spouse.
10/ The holdings of Credit Suisse include warrants exercisable for 460,000
shares of Common Stock.
11/ The holdings of Pictet & Cie include warrants exercisable for 457,143
shares of Common Stock.
Series B Preferred Stock
- ------------------------
The following table sets forth certain information, as of March 15, 1999, with
respect to persons known by the Company to be the beneficial owner of more than
five percent of the Company's Series B Preferred Stock.
Amount and nature Percent of
Name and address of beneficial ownership class
---------------- ----------------------- --------
S.R. One Limited
200 Barr Harbor Drive, Suite 250
W. Conshohocken, PA 19428 428,389 100.00%
Series C Preferred Stock
- ------------------------
The following table sets forth certain information, as of March 15, 1999, with
respect to persons known by the Company to be the beneficial owner of more than
five percent of the Company's Series C Preferred Stock.
Amount and nature Percent of
Name and address of beneficial ownership class
- --------------------------------- ----------------------- ------
Rauch & Co.
c/o State Street Bank & Trust
225 Franklin Street
Boston, MA 02110 200,000 24.76%
Alta-Berkeley, L.P. II
9-10 Savile Row
London W1X 1AF, United Kingdom 199,342 24.67%
Finovelec S.A.
6, rue Ancelle
92521 Neuilly Cedex, France 155,555 19.25%
8
<PAGE>
Amount and nature Percent of
Name and address of beneficial ownership class
- --------------------------------- ----------------------- -----
Sofinnova Capital F.C.P.R.
51, rue Saint Georges
75009 Paris, France 94,051 11.64%
Sofinnova S.A.
51, rue St. Georges
75009 Paris, France 62,700 7.76%
American Health Care Fund, L.P.
2748 Adeline, Suite A
Berkeley, CA 94703 77,000 9.53%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
9
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: April 29, 1999
OXIS INTERNATIONAL, INC.
Registrant
By: /s/ Ray R. Rogers
-----------------
Ray R. Rogers
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ Jon S. Pitcher
------------------
Jon S. Pitcher
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following directors on behalf of the Registrant.
/s/ Timothy G. Biro April 29, 1999 /s/ Richard A. Davis April 29, 1999
- ------------------- -------------- -------------------- --------------
Timothy G. Biro Date Richard A. Davis Date
/s/ Brenda Gavin April 29, 1999 /s/ Stuart S. Lang April 29, 1999
- ------------------- -------------- ------------------ --------------
Brenda Gavin Date Stuart S. Lang. Date
/s/ Ray R. Rogers April 29, 1999 /s/ A.R. Sitaraman April 29, 1999
- ------------------- -------------- ------------------ --------------
Ray R. Rogers Date A.R. Sitaraman Date
10
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EXHIBIT INDEX
Exhibit
Number Description of Document
23 (a) Independent Auditors' Consent
<PAGE>
EXHIBIT 23 (A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-64451 on Form S-8 and in Registration Statements Nos. 33-61087, 333-5921,
333-18041, and 333-61993 on Form S-3 of our report dated March 26, 1999 (which
expresses an unqualified opinion and includes an explanatory paragraph relating
to the Company's ability to continue as a going concern) appearing in this
Annual Report on Form 10-K/A of OXIS International, Inc. for the year ended
December 31, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
April 29, 1999
