<PAGE>
As filed with the Securities and Exchange Commission on March 10, 2000
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OXIS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-1620407
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
6040 N. Cutter Circle, Suite 317
Portland, OR 97217-3935
(Address of Principal Executive Office, Including Zip Code)
OXIS INTERNATIONAL, INC. 1994 STOCK INCENTIVE PLAN
(Full Title of the Plans)
Jon S. Pitcher
Vice President and Chief Financial Officer
OXIS International, Inc.
6040 N. Cutter Circle, Suite 317
Portland, OR 97217-3935
(Name and Address of Agent for Service)
(503) 283-3911
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Richard Scudellari, Esq.
Morrison & Foerster
755 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed maximum
Title of securities Amount to be offering price per Proposed maximum aggregate Amount of
to be registered registered share /(1)/ offering price /(1)/ registration fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,125,000 $7.4375 $8,367,187.50 $2,208.94
$0.001 par value
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and (c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of OXIS
International, Inc. Common Stock reported on the Nasdaq National Market on March
8, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration Statement
the following documents and information previously filed with the Securities and
Exchange Commission (the "Commission"):
1. The contents of the Registrant's Registration Statements on Form
S-8, Commission File No. 33-64451, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the information set forth herein.
2. The Registrant's Annual Report on Form 10-K and 10-K/A for the
year ended December 31, 1998, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
3. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999 and September 30, 1999.
4. The Registrant's current reports on Form 8-K filed with the SEC
on July 13, 1999 and November 29, 1999, respectively.
5. The description of the Company's Common Stock contained in the
Company's Prospectus dated June 18, 1969 (file No. 0361150) filed pursuant to
Section 12 of the Exchange Act on June 23, 1969.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement, and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
<PAGE>
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 8. Exhibits.
Exhibit No. Description
========== ===========
5.1 Opinion of Morrison & Foerster, LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Power of Attorney (see signature page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
OXIS International, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, Oregon, on March 10, 2000.
OXIS International, Inc.
By: /s/ Paul C. Sharpe
------------------------------------
Paul C. Sharpe
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ray R.
Rogers and Jon S. Pitcher, and each of them, as his attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Paul C. Sharpe Chief Executive Officer March 10, 2000
- ---------------------------- (Principal Executive Officer)
Paul C. Sharpe and Director
/s/ Jon S. Pitcher Vice President and Chief March 10, 2000
- ---------------------------- Financial Officer
Jon S. Pitcher (Principal Financial
and Accounting Officer)
/s/ Ray R. Rogers Chairman of the Board March 10, 2000
- ---------------------------- and Director
Ray R. Rogers
<PAGE>
Signature Capacity Date
- --------- -------- ----
/s/ Timothy G. Biro Director March 10, 2000
- ----------------------------
Timothy G. Biro
/s/ Richard A. Davis Director March 10, 2000
- ----------------------------
Richard A. Davis
/s/ Stuart S. Lang Director March 10, 2000
- ----------------------------
Stuart S. Lang
/s/ Timothy C. Rodell Director March 10, 2000
- ----------------------------
Timothy C. Rodell
/s/ A.R. Sitaraman Director March 10, 2000
- ----------------------------
A.R. Sitaraman
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Document
====== ========
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Power of Attorney (see signature page).
<PAGE>
Exhibit 5.1
March 10, 2000
OXIS International, Inc.
6040 N. Cutter Circle, Suite 317
Portland, OR 97217-3935
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
OXIS International, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on March 10, 2000 (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of 1,125,000 shares of the Company's Common Stock, $0.001 par value
(the "Shares"). The Shares are reserved for issuance pursuant to the Company's
1994 Stock Incentive Plan. As counsel to the Company, we have examined the
proceedings taken by the Company in connection with the registration of the
Shares.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and the related Prospectus, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to us in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/Morrison & Foerster LLP
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OXIS International, Inc. and subsidiaries on Form S-8 of our reports dated March
26, 1999 (which express an unqualified opinion and include an explanatory
paragraph relating to the Company's ability to continue as a going concern),
appearing in the Annual Reports on Forms 10-K and 10-K/A of OXIS International,
Inc. and subsidiaries for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
March 7, 2000
