SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 6, 1997
------------------------
OXIS INTERNATIONAL, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-8092 94-1620407
- --------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION)
6040 N. Cutter Circle, Suite 317, Portland, OR 97217
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code. (503) 283-3911
----------------------------
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index at page: 6
-----
ITEM 5. OTHER EVENTS
------------
(a) On May 6, 1997 OXIS International, Inc. (the "Company") announced
that it had entered into an agreement with its underwriters whereby 10,000,000
shares of the Company's common stock would be listed on the Paris stock market,
Le Nouveau Marche, no later than May 15, 1997 and that the settlement from the
sale of such shares would close no later than May 20, 1997. The Company will be
the first previously listed U.S. NASDAQ company to also be listed on Le Nouveau
Marche, a Paris based stock exchange specifically designed to meet the needs of
emerging growth companies.
(b) On May 13, 1996 the Company announced that it reached an agreement
with its underwriter on the price of the shares of its common stock to be sold
on the Nouveau Marche. The announcement stated that the Company had agreed to
sell nine million (9,000,000) shares of its common stock for 41.4 Million French
francs. In addition, the announcement stated that the underwriter has an
over-allotment option to purchase 2.5 million shares within 30 days of the
listing of the offering. (After this announcement the over-allotment purchase
option was reduced to 1.35 million shares upon the request of the Commission des
Operations de Bourse, the French securities regulatory authority.)
All of the securities mentioned herein have not been registered
under the Securities Act of 1933, as amended. The foregoing securities may not
be offered or sold in the United States.
A copy of the press releases with respect to the offering
referenced above and the listing of the Company's common stock on Le Nouveau
Marche are attached as exhibits to this report.
Certain of the statements made in this report and in the attached
press releases are forward looking statements that are based on current
expectations which involve a number of uncertainties. 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.
-2-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(c) Exhibits
99.1 Press Release, dated May 6, 1997
99.2 Press Release, dated May 13, 1997
-3-
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
---------------------------------------------------
(a) Date of Sale: May 20, 1997
------------
Title of Securities Sold: Common Stock
------------------------
Amount of Securities Sold: 9,000,000 shares
-------------------------
(b) Principal Underwriters: Credit Lyonnais, 81 Rue de Richelieu, 75002
---------------------- Paris, France
(c) Offering Price of Securities (sold for cash): 41.4 Million French francs
--------------------------------------------
(4.60 French francs per share)
Underwriting Discount/Commissions:
---------------------------------
Management fee 2.00%, 828,000 French francs
Underwriting fee 2.50%, 1,035,000 French francs
Placement fee 2.50%, 1,035,000 French francs
(d) Section of the Securities Act or rule of the Commission under which the
-----------------------------------------------------------------------
issuer claimed exemption from registration: Regulation S, Rules 901-904
------------------------------------------
inclusive.
Facts relied upon to make the exemption available include the following:
-----------------------------------------------------------------------
. The issuer is a reporting issuer.
. The transaction was an Offshore Transaction as defined in Rule 902.
. No directed selling efforts were made in the United States by the issuer,
a distributor, any of their respective affiliates, or any person acting
on behalf of the foregoing.
. Offering restrictions, as defined in Rule 902, were implemented.
. By the terms of the offering, no offer or sale, if made prior to the
expiration of the 40-day restricted period, may be made to a U.S. Person,
as defined in Rule 902.
(e) Not Applicable.
-4-
SIGNATURES
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.
OXIS INTERNATIONAL, INC.
(Registrant)
Dated: June 2, 1997 By: /s/Jon S. Pitcher
--------------------------------
Name: Jon S. Pitcher
--------------------------------
Title: Chief Financial Officer and
--------------------------------
Vice President
--------------------------------
-5-
EXHIBIT INDEX
-------------
Page Number in
Sequentially Numbered
Exhibit No. Description Current Report
----------- ----------- --------------
99.1 Press Release dated May 6, 1997
99.2 Press Release dated May 13, 1997
-6-