UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
OXIS INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)
691829402
(CUSIP Number)
Adam Eilenberg, Esq.
Ehrenreich Eilenberg & Krause LLP
11 East 44th Street, 11th Floor
New York, NY 10017
(212) 986-9700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 5, 2004
(Date of event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S
INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND
FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER
DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF
1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT
BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE
NOTES).
CUSIP No. 691829402
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Axonyx Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
13,982,567
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 15,144,099
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 13,982,567
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,144,099
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,144,099
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
CUSIP No. 691829402
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Dr. Marvin S. Hausman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,161,532
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 15,144,099
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,161,532
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,144,099
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,144,099
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement
relates is the common stock, $.001 par value per share (the "Oxis Common
Stock"), of Oxis International, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at 6040 North Cutter
Circle, Suite 317, Portland, OR 97217.
This statement is filed pursuant to Rule 13d-2(a) with respect to
securities owned by the reporting persons specified herein as of March 5, 2004
and amends the Schedule 13 D filed on January 16, 2004 (the "Schedule 13D"). The
reporting persons filing this amendment are Axonyx Inc. ("Axonyx") and Dr.
Marvin S. Hausman ("Hausman"). Except as set forth herein, the Schedule 13D is
hereby restated in its entirety.
Item 3. Source and Amount of Funds or Other Consideration.
On January 15, 2004, Axonyx entered into separate agreements with 25
holders of Oxis Common Stock to purchase their shares of Oxis Common Stock in
exchange for unregistered shares of Axonyx common stock ("Axonyx Common Stock").
Axonyx acquired an aggregate of 13,982,567 shares of Oxis Common Stock (not
13,912,571 shares, as reported in the Schedule 13D) in consideration for its
issuance of an aggregate of 1,618,061 shares of Axonyx Common Stock (not
1,609,995 shares, as reported in the Schedule 13D). Axonyx delivered the
certificates representing the shares of Oxis Common Stock acquired to Oxis'
transfer agent for reissuance to Axonyx, and certificates representing the
shares of Axonyx Common Stock in exchange for such shares of Oxis Common Stock
were issued on March 5, 2004 and are being delivered to the former Oxis
shareholders who exchanged their stock. The shares of Oxis Common Stock acquired
by Axonyx represent 53.15% of the Company's Common Stock currently outstanding,
based on its Quarterly Report on Form 10-QSB for the quarter ended September 30,
2003. If Axonyx is deemed to be the beneficial owner of an additional 1,161,532
shares of Oxis Common Stock owned by Dr. Marvin Hausman, its Chairman of the
Board and Chief Executive officer, Axonyx owns 15,144,099 shares, or 57.6% of
the Company's Common Stock currently outstanding.
Item 4. Purpose of Transaction.
Axonyx is now the largest stockholder of the Company, and holds greater
than a majority of the shares outstanding. Axonyx has been in ongoing
discussions with management and members of the board of directors of Oxis about
changing the composition of the Board to include a majority of directors
selected by or acceptable to Axonyx, as well as possible changes in management
and strategies for maximizing and enhancing stockholder value.
Item 5. Interest in Securities of the Issuer.
Axonyx currently holds 13,982,567 shares of Oxis Common Stock and holds
sole voting and dispositive power over those shares. It may be deemed to have
shared voting and dispositive power over an additional 1,161,532 shares of Oxis
Common Stock owned by Dr. Marvin S. Hausman, the Chairman of the Board and Chief
Executive Officer of Axonyx and an affiliate. Axonyx disclaims beneficial
ownership of Dr. Hausman's shares of Oxis Common Stock and has no agreement with
Dr. Hausman or any other third party, oral or written, relating to the voting or
disposition of his shares or its shares of Oxis Common Stock.
In addition to the 1,161,532 shares of Oxis Common Stock registered in his
name, Dr. Marvin S. Hausman may be deemed to have shared voting and dispositive
power over the additional 13,982,567 shares of Oxis Common Stock being acquired
by Axonyx, of which he is an affiliate. Dr. Hausman disclaims beneficial
ownership of the shares of Oxis Common Stock being acquired by Axonyx and has no
agreement with Axonyx or any other third party, oral or written relating to the
voting or disposition of its shares or his shares of Oxis Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 10, 2004 AXONYX INC.
By: /s/ MARVIN S. HAUSMAN
---------------------
Marvin S. Hausman,
Chairman of the Board and
Chief Executive Officer
5