-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NxIgvXHNd0KwKxdycjL8j8LHbRiXBiWRUZvUAJZLtNLyF/x1dj1bQ+VCDJgQuEoM ZqPsrGqtSh7l46corn/iBQ== 0000929624-98-000654.txt : 19980331 0000929624-98-000654.hdr.sgml : 19980331 ACCESSION NUMBER: 0000929624-98-000654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980318 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980330 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXIS INTERNATIONAL INC CENTRAL INDEX KEY: 0000109657 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 941620407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08092 FILM NUMBER: 98579297 BUSINESS ADDRESS: STREET 1: 6040 N CUTTER CIRCLE STE 317 CITY: PORTLAND STATE: OR ZIP: 97217 BUSINESS PHONE: 5032833911 MAIL ADDRESS: STREET 1: 6040 N CUTTER CIRCLE STE 317 CITY: PORTLAND STATE: OR ZIP: 97217 FORMER COMPANY: FORMER CONFORMED NAME: DDI PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DIAGNOSTIC DATA INC /DE/ DATE OF NAME CHANGE: 19850312 8-K 1 FORM 8-K 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 ----- 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 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits -------- Exhibit 99.1 Press Release, dated March 18, 1998. 3 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 EXHIBIT INDEX Page Exhibit Number - ------- ------ 99.1 Press Release dated March 18, 1998 6 5 EX-99.1 2 PRESS RELEASE, DATED MARCH 18, 1998 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 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 will-anderson@kvo.com http://www.kvo.com 2 -----END PRIVACY-ENHANCED MESSAGE-----